1012-00002 · Stonefield Logistics Group · Engagement

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022

April 3, 2023

Marcus Delano Chief Executive Officer Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201

cc: Howard Kessler, General Counsel, Stonefield Logistics Group Inc., 4200 Commerce Street, Suite 1500, Dallas, TX 75201

cc: Priya Sundaram, Chief Financial Officer, Stonefield Logistics Group Inc., 4200 Commerce Street, Suite 1500, Dallas, TX 75201

Dear Mr. Delano:

We are pleased that Stonefield Logistics Group Inc. has selected Calderwood & Harkness LLP as its restructuring counsel in connection with the matters described below. This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will provide legal services to the Company. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, execute and return a copy to us together with the retainer described in Section 4.2 below.

1. Engagement and Client Identification

This Engagement Letter confirms that Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a corporation organized and existing under the laws of the State of Delaware (EIN: 83-2457109; Delaware Division of Corporations File No.: 6341872), with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, is engaging Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as restructuring counsel to the Company on the terms and conditions set forth herein. This engagement shall be effective as of the date hereof, April 3, 2023. The Firm has assigned Matter No. 1012-00002 to this engagement, which reference number should be included on all correspondence and payments directed to the Firm in connection with this matter.

For the avoidance of doubt, the client in this engagement is Stonefield Logistics Group Inc. and only Stonefield Logistics Group Inc. The Firm does not, by virtue of this Engagement Letter or otherwise, represent any direct or indirect subsidiary or affiliate of the Company, including without limitation Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., or Stonefield Warehousing LLC. The Firm does not represent any equity holder of the Company, including Ridgeline Capital Partners Fund III, L.P. ("Ridgeline"), a Delaware limited partnership with principal offices at 300 Park Avenue, 28th Floor, New York, New York 10022, which the Company has identified as its controlling equity holder and sponsor. The Firm further does not represent, individually, any officer, director, manager, employee, or agent of the Company or any of its subsidiaries, nor does the Firm represent any creditor, lender, noteholder, or other counterparty of the Company. The Company acknowledges that Ridgeline, as the Company's private equity sponsor, is not a client under this engagement and that communications with Ridgeline or its representatives are not protected by the attorney-client privilege absent a separate agreement or common-interest arrangement.

2. Scope of Representation

The Firm has been retained to advise and represent the Company in connection with a consensual out-of-court restructuring of approximately $485 million in funded debt obligations of the Company and related transactions (collectively, the "Restructuring"). The Restructuring is expected to consist of the following principal components:

2.1 Amend-and-Extend of First Lien Debt. The Firm will advise the Company in connection with the negotiation, documentation, and consummation of an amendment and extension of the Company's existing First Lien Credit Agreement, dated as of December 15, 2017 (as heretofore amended, restated, supplemented, or otherwise modified, the "First Lien Credit Agreement"), among the Company, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the several financial institutions from time to time party thereto as Lenders. The First Lien Credit Agreement currently provides for (a) a revolving credit facility with aggregate commitments of approximately $50.0 million, of which approximately $42.0 million was drawn as of March 31, 2023, and (b) a Term Loan B facility with an aggregate outstanding principal amount of approximately $285.0 million. Both facilities mature on December 15, 2024. The contemplated amendment and extension is expected to involve, among other things, the extension of the maturity dates, the adjustment of applicable margins and pricing terms, the modification of financial maintenance covenants and negative covenants, and such other amendments as may be negotiated with the required lenders.

2.2 New Money Super-Priority Facility. The Firm will advise the Company in connection with the negotiation, documentation, and closing of a new super-priority first-out secured credit facility (the "New Money Facility") in an anticipated principal amount of approximately $55.0 million. The New Money Facility is expected to provide the Company with additional liquidity to support operations during and following the Restructuring and to fund transaction costs, including professional fees and expenses. The Firm's services will include advising on the terms and structure of the New Money Facility, the negotiation of the credit agreement and related loan documents, and the establishment of the intercreditor arrangements necessary to subordinate the existing first lien and second lien obligations to the new super-priority facility on a first-out basis.

2.3 Equitization of Mezzanine Debt. The Firm will advise the Company in connection with the exchange of approximately $140.0 million in aggregate principal amount of its outstanding 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the "Mezzanine Notes"), issued under that certain Indenture, dated as of December 15, 2017 (as supplemented, the "Mezzanine Indenture"), between the Company, as Issuer, and Continental Fiduciary Trust Company, as Trustee and Collateral Agent, for newly issued equity interests (which may consist of preferred equity, common equity, or a combination thereof) of the Company. The Firm's services in connection with this component will include advising on the structure of the exchange, preparing and negotiating exchange offer and consent solicitation documentation (including an offering memorandum or information statement, letters of transmittal, and related materials), developing and implementing exit consent mechanics to amend or strip covenants from the Mezzanine Indenture for non-participating holders, and advising on the securities law implications of the exchange (including the availability of exemptions from registration under Section 3(a)(9) or Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder).

2.4 Equity Restructuring. The Firm will advise the Company in connection with the restructuring of the Company's equity capitalization in connection with the mezzanine equitization described above. This component is expected to include the establishment of new classes or series of equity interests to be issued to the exchanging mezzanine holders, the negotiation of the terms of any new equity contribution by Ridgeline or other investors (including any backstop or rights offering mechanics), the dilution of existing equity interests as appropriate, and the design and implementation of a management incentive plan (including the reservation of a pool of equity interests for management, the terms of vesting and forfeiture, and the preparation of plan documents, award agreements, and related corporate approvals).

2.5 Related Documentation. The Firm will negotiate, draft, review, and advise on all ancillary and closing documentation necessary or advisable to effectuate the Restructuring, including without limitation:

(a) intercreditor agreements governing the relative rights and priorities among the New Money Facility lenders, the first lien lenders, and any holders of residual second lien claims;

(b) security documents, including amendments to existing security agreements, pledge agreements, intellectual property security agreements, and deposit account control agreements, as well as any new security documents required in connection with the New Money Facility;

(d) corporate governance documents, including a stockholders' agreement or investors' rights agreement among the Company, Ridgeline, the former mezzanine holders, and management, an amended and restated certificate of incorporation of the Company, certificates of designations for any newly created series of preferred stock, and amended and restated bylaws;

(e) board resolutions, written consents of stockholders, officer and secretary certificates, good standing certificates, and other corporate authorization documents;

(f) legal opinions of the Firm and coordination with respect to legal opinions of local counsel in applicable jurisdictions;

(g) UCC financing statements and amendments, real property mortgage amendments, and related perfection filings; and

(h) all other agreements, instruments, certificates, and documents as may be necessary or appropriate in connection with the Closing of the Restructuring.

2.6 Fiduciary Duty Advice. The scope of this engagement includes advising the Company's Board of Directors on the fiduciary duties of directors in connection with the Restructuring, with particular attention to the duties applicable to directors of a Delaware corporation operating in or near the zone of insolvency. The Firm will provide guidance on the scope and application of the duties of care and loyalty in the context of the Restructuring, the potential expansion of the Board's fiduciary obligations to encompass creditor interests, the appropriate process for Board decision-making (including the role of independent directors and potential conflicts of interest), and the availability of safe harbors and protections under Delaware law, including the business judgment rule.

2.7 Coordination with Financial Advisor. The Firm will coordinate with the Company's financial advisor, Hargrove Advisory Group LLC ("Hargrove"), which was retained by the Company's Board of Directors on or about March 15, 2023. The Firm's primary point of contact at Hargrove is Elena Voss, Managing Director. Coordination is expected to include joint strategy sessions, review and analysis of financial projections and business plan assumptions, assistance with valuation and feasibility analyses, and collaboration on term sheets and proposals presented to creditor constituencies.

2.8 Creditor Negotiations. The Firm will advise and represent the Company in all interactions and negotiations with the Company's creditor constituencies and their advisors in connection with the Restructuring, including without limitation:

(a) the first lien lender group and its administrative agent, Pinnacle National Bank, N.A. (Daniel Wexford, Managing Director, Loan Restructuring Group), and their counsel, Westlake Harden & Cole LLP (Ramona Quelibo, Lead Partner);

(b) the ad hoc group of holders of the Mezzanine Notes (which the Company has identified as including Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, among others), their counsel, Thornbury McCaffrey LLP (Alan Driscoll, Lead Partner), and their financial advisor, Meridian Veltrian Partners LLC;

(d) Continental Fiduciary Trust Company, in its capacity as Trustee under the Mezzanine Indenture and as collateral agent under the related second lien security documents; and

(e) such other parties as may be relevant to the negotiation and consummation of the Restructuring.

2.9 Exclusions from Scope. Notwithstanding the foregoing, the scope of this engagement does not include the following, each of which, if required, would be the subject of a separate engagement letter or amendment to this Engagement Letter:

(a) representation of the Company in any case commenced under Title 11 of the United States Code (the "Bankruptcy Code"), including the preparation or filing of a voluntary petition, or representation as debtor-in-possession in a chapter 11 proceeding, provided that the Firm may be separately engaged by the Company for such purpose if the Board determines that an in-court restructuring is necessary or advisable;

(b) representation of the Company in any litigation, adversary proceeding, contested matter, arbitration, or other dispute resolution proceeding, whether arising in connection with the Restructuring or otherwise;

(c) advice on regulatory matters, including transportation, logistics, or environmental regulatory compliance, permitting, or enforcement actions; and

(d) advice on employment law, employee benefits, ERISA, executive compensation, or labor relations matters.

3. Engagement Team

The Firm has assembled the following team of attorneys to staff this engagement. The Company may direct day-to-day inquiries and communications to the Responsible Partner or the Lead Associate, as appropriate.

Responsible Partner — Nathaniel Bower. Mr. Bower is a partner in the Firm's Bankruptcy & Restructuring Group and will serve as the Responsible Partner for this engagement. In that capacity, Mr. Bower will have overall supervisory responsibility for the Firm's work on the Restructuring and will serve as the Company's primary contact for strategic, legal, and relationship matters. Mr. Bower has over twenty-five years of experience advising debtors, creditors, and sponsors in complex restructuring transactions across a range of industries, including transportation, logistics, and distribution.

Billing Partner — Colette Whitman. Ms. Whitman is a partner in the Firm's Bankruptcy & Restructuring Group and will serve as the Billing Partner for this engagement. In that capacity, Ms. Whitman will be responsible for billing, fee arrangements, and the administrative aspects of the engagement, including the preparation and review of monthly invoices and management of the retainer balance.

Lead Associate — Nathan Ikeda. Mr. Ikeda is an associate in the Firm's Bankruptcy & Restructuring Group and will serve as the Lead Associate for this engagement. Mr. Ikeda will be responsible for the day-to-day management of work streams, including document drafting, negotiation sessions with creditor counsel, coordination with Hargrove and other advisors, and management of the closing process.

Working Associate — Gabrielle Moss. Ms. Moss is an associate in the Firm's Bankruptcy & Restructuring Group and will support the engagement in the areas of document review, due diligence, drafting support, and closing logistics.

Specialist Partner (Tax) — Sylvia Hartwell. Ms. Hartwell is a partner in the Firm's Tax Group and will provide tax analysis and advice in connection with the Restructuring. Ms. Hartwell's work is expected to include analysis of cancellation of indebtedness ("COD") income arising from the proposed debt-for-equity exchanges, the tax consequences of the exchange of Mezzanine Notes for equity under Sections 108, 1001, and 354 of the Internal Revenue Code, the potential application of Section 382 of the Internal Revenue Code to post-Restructuring net operating loss carryforwards in light of any ownership change resulting from the issuance of new equity, and such other tax matters as may arise in connection with the Restructuring.

The Firm may, from time to time, assign additional attorneys, paralegals, legal assistants, or other professional staff to this engagement as the nature and volume of the work may require. The Company will be notified of any material changes to the core engagement team described above.

4. Fee Arrangement

4.1 Hourly Rates

Fees for legal services rendered by the Firm in connection with this engagement will be computed on the basis of the Firm's standard hourly rates in effect at the time such services are rendered. The Firm's current standard hourly rates for the categories of timekeepers expected to work on this engagement are as follows:

The specific rate applicable to each individual timekeeper will depend upon the seniority and experience of that timekeeper. The hourly rates set forth above are subject to periodic adjustment, which adjustments are typically made on an annual basis, effective January 1 of each calendar year. The Company will be notified in advance of any changes to the applicable hourly rates. The current hourly rates for the core engagement team members identified in Section 3 above are available upon request and will be reflected on the Firm's monthly invoices.

4.2 Retainer. Upon execution of this Engagement Letter, the Company shall pay to the Firm a retainer in the amount of One Hundred Thousand Dollars ($100,000) (the "Retainer"). The Retainer shall be deposited into and held in the Firm's client trust account (IOLTA account) maintained at Greaves Bancorp in accordance with the applicable rules governing client funds in the State of New York. The Retainer shall be applied against fees and disbursements as they become due and payable. Wire transfer instructions for payment of the Retainer are enclosed herewith. In the event that the balance of the Retainer is drawn below Twenty-Five Thousand Dollars ($25,000) at any time during the engagement, the Firm may request that the Company replenish the Retainer to its original amount, and the Company agrees to use commercially reasonable efforts to make such replenishment promptly upon request. Any unused balance of the Retainer remaining upon the conclusion or termination of this engagement shall be promptly returned to the Company.

4.3 Success Fee

In addition to the hourly fees described in Section 4.1 above, a success fee in the amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Success Fee") shall be payable to the Firm upon the closing (the "Closing") of the Restructuring transactions contemplated by this engagement. For purposes of this Section 4.3, "Closing" shall mean the date on which all material conditions precedent to the consummation of the Restructuring have been satisfied or waived, the amended First Lien Credit Agreement has become effective, the New Money Facility has funded, and the exchange of the Mezzanine Notes for new equity interests has been consummated. The Success Fee shall become fully earned and payable on the date of the Closing and shall be invoiced together with the Firm's final invoice for the matter. In the event that this engagement is terminated prior to the Closing, or in the event that the Restructuring is not consummated for any reason, no Success Fee shall be payable to the Firm, and the Company shall have no obligation with respect thereto.

4.4 Disbursements and Expenses

The Company shall reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the performance of services under this engagement. Such expenses and disbursements may include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals incurred in connection with travel reasonably required for the engagement), document production and reproduction costs, court filing fees and recording fees, messenger and courier charges, postage and express delivery charges, fees for computerized legal research services (including Westmark Data Systems and Sundial Solutions), charges for conference calls and videoconferences, fees of third-party vendors retained with the Company's approval (including local counsel, title companies, and UCC search firms), and similar costs. All disbursements and expenses will be itemized and included in the Firm's monthly invoices. The Firm will endeavor to manage disbursements in a cost-effective manner and will obtain the Company's advance approval for any single disbursement item expected to exceed $5,000.

4.5 Billing and Payment

The Firm will submit invoices to the Company on a monthly basis, which invoices shall set forth in reasonable detail a description of the legal services rendered and the disbursements and expenses incurred during the applicable billing period, together with the names and hourly rates of the timekeepers who performed such services and the time expended by each such timekeeper. Monthly invoices shall be due and payable within thirty (30) days of the Company's receipt thereof. Invoices shall be directed to the attention of Howard Kessler, General Counsel, and Priya Sundaram, Chief Financial Officer, at the Company's address set forth above, or to such other address or email address as the Company may designate in writing from time to time.

In the event that the Company disputes any portion of an invoice, the Company shall promptly notify the Firm in writing of the nature and basis of the dispute within fifteen (15) days of receipt of the invoice in question. Any undisputed portion of the invoice shall remain due and payable within the thirty (30) day period. The parties shall endeavor to resolve any billing dispute in good faith and in a timely manner. Past due amounts shall bear interest at a rate equal to the lesser of (a) one percent (1.0%) per month, or (b) the maximum rate permitted by applicable law.

5. Conflicts of Interest

In accordance with the applicable Rules of Professional Conduct, the Firm has conducted a comprehensive conflicts check with respect to the parties identified in connection with this engagement, including the Company, its subsidiaries, Ridgeline, the members of the Company's Board of Directors and senior management, Pinnacle National Bank, N.A., the identified members of the ad hoc group of mezzanine holders, Continental Fiduciary Trust Company, and the other parties and advisors referenced herein. Based on the results of such conflicts check, the Firm has identified no conflicts of interest that would preclude or materially impair the Firm's ability to undertake this engagement and to represent the Company in connection with the Restructuring.

The Firm does not currently represent, and during the pendency of this engagement will not knowingly undertake to represent, any party adverse to the Company in connection with this Restructuring, including without limitation Ridgeline Capital Partners Fund III, L.P., Pinnacle National Bank, N.A., any lender under the First Lien Credit Agreement, any holder of the Mezzanine Notes (including Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP), Continental Fiduciary Trust Company, or any prospective new money lender or arranger for the New Money Facility.

The Company acknowledges, however, that Calderwood & Harkness LLP is a large, diversified law firm with offices and practices across multiple jurisdictions, and that the Firm may currently represent, or may in the future undertake to represent, one or more of the parties identified above in matters that are unrelated to this engagement and the Restructuring. The Company hereby consents to such unrelated representations, provided that such representations do not create a conflict of interest with respect to this engagement within the meaning of the applicable Rules of Professional Conduct.

In the event that a conflict of interest arises during the course of this engagement, the Firm will promptly notify the Company and discuss the nature and implications of the conflict. The Firm will take appropriate steps to address the conflict, which may include seeking the Company's informed written consent to continued representation (where such consent is permissible under applicable ethical rules), implementing screening or ethical wall procedures within the Firm, or, if the conflict cannot be resolved, withdrawing from this engagement in an orderly manner so as to minimize disruption to the Company.

6. Confidentiality

The Firm will maintain the confidentiality of all information provided by the Company, its officers, directors, employees, agents, and other advisors in connection with this engagement, in accordance with the Firm's professional obligations under the applicable Rules of Professional Conduct and the duty of confidentiality owed by the Firm to the Company as its client. The Firm will not disclose any such confidential information to any third party except: (a) as may be required by applicable law, regulation, court order, or subpoena; (b) as may be required by the Firm's professional or ethical obligations; (c) to the extent necessary for the Firm to perform the services contemplated by this engagement, including disclosure to the Firm's partners, associates, paralegals, staff, and third-party service providers who have a need to know such information and are bound by obligations of confidentiality; and (d) with the prior written consent of the Company.

The Company acknowledges that the Restructuring may require the exchange of confidential information among the Company, its advisors, and one or more creditor constituencies pursuant to nondisclosure or confidentiality agreements. The Firm will assist the Company in negotiating, drafting, and administering such nondisclosure agreements and will advise the Company on the scope and limitations of any confidentiality protections afforded thereby, including the treatment of material nonpublic information under applicable securities laws.

7. Document Retention

The Firm maintains a document retention policy pursuant to which client files and work product are retained for a period following the conclusion of an engagement. Upon the conclusion or termination of this engagement, the Firm will, at the Company's request and expense, return to the Company any original documents that the Company provided to the Firm in connection with this engagement. The Firm may retain copies of such documents, as well as the Firm's own work product, internal memoranda, and correspondence, in accordance with its standard document retention policy. The Company should be aware that the Firm's retention policy provides for the destruction of files after a specified retention period (currently ten years from the date of the last activity on the matter), and the Company should therefore retrieve any original documents or other materials that it wishes to preserve prior to the expiration of such period. The Firm shall have no obligation to retain any files or documents beyond the retention period specified in its then-current retention policy.

8. Termination

Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be effective upon receipt of such written notice, subject to the Firm's professional obligations under the applicable Rules of Professional Conduct, including the obligation to provide reasonable notice and an opportunity for the Company to retain alternative counsel.

Upon termination of this engagement, the Company shall remain obligated to pay all fees for services rendered and disbursements and expenses incurred by the Firm through the effective date of termination, including any amounts for which invoices have not yet been issued. The Retainer, to the extent not previously applied, shall be applied against any outstanding fees and expenses, and any remaining balance shall be returned to the Company.

Following termination, the Firm will take reasonable steps to protect the Company's interests during any transition period, including cooperating with successor counsel, providing access to files and work product (subject to payment of outstanding amounts), and completing any time-sensitive tasks that cannot reasonably be deferred without prejudice to the Company.

For the avoidance of doubt, no Success Fee shall be payable to the Firm if this engagement is terminated without a Closing having occurred, regardless of the reason for such termination.

9. Limitation of Liability

To the fullest extent permitted by applicable law and the Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with the performance or non-performance of services under this Engagement Letter, whether based in contract, tort, strict liability, or otherwise, shall not exceed the total amount of fees actually paid by the Company to the Firm under this Engagement Letter; provided, however, that the foregoing limitation shall not apply to claims arising from the Firm's willful misconduct or gross negligence. In no event shall the Firm be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including lost profits or loss of business opportunity, regardless of whether the Firm has been advised of the possibility of such damages. The Company acknowledges that the fee arrangement set forth in this Engagement Letter reflects the allocation of risk embodied in this limitation of liability.

10. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or invalidity thereof, shall be finally resolved by binding arbitration administered by JAMS in New York, New York, in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with such rules, who shall be an attorney with at least twenty years of experience in the practice of law, including substantial experience in legal ethics and professional responsibility matters. The arbitrator's decision shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties may, by mutual written agreement, elect an alternative dispute resolution mechanism in lieu of arbitration.

11. Miscellaneous Provisions

Entire Agreement. This Engagement Letter constitutes the entire agreement between the Company and the Firm with respect to the terms and conditions of the Firm's engagement in connection with the Restructuring and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the subject matter hereof.

Amendment. This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both the Company and the Firm.

Counterparts. This Engagement Letter may be executed in two 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 Engagement Letter by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of an original executed counterpart.

No Assignment. Neither the Company nor the Firm may assign, delegate, or transfer its rights or obligations under this Engagement Letter, in whole or in part, without the prior written consent of the other party, and any purported assignment without such consent shall be void and of no effect. Notwithstanding the foregoing, the Firm may delegate the performance of specific tasks to other attorneys or professional staff within the Firm without the Company's consent, provided that the Responsible Partner retains supervisory responsibility for the engagement.

Notices. All notices, requests, consents, and other communications under this Engagement Letter shall be in writing and shall be deemed duly given when delivered personally, sent by overnight courier, or sent by electronic mail (with confirmation of receipt), to the addresses set forth in this Engagement Letter or to such other addresses as either party may designate in writing from time to time.

Severability. If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Engagement Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

12. Acceptance and Execution

If the foregoing terms and conditions are acceptable to the Company, please indicate the Company's acceptance by having an authorized officer sign and return the enclosed copy of this Engagement Letter to the undersigned, together with the Retainer in the amount of $100,000, payable by wire transfer in accordance with the wire transfer instructions enclosed herewith.

We look forward to working with you and the Stonefield team on this important matter. Please do not hesitate to contact Nathaniel Bower at (212) 555-4100 or nathaniel.bower@calderwoodharkness.com, or Nathan Ikeda at (212) 555-4127 or nathan.ikeda@calderwoodharkness.com, if you have any questions regarding this Engagement Letter or the engagement generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Nathaniel Bower

Title: Partner, Bankruptcy & Restructuring

Firm: Calderwood & Harkness LLP

Address: 599 Lexington Avenue, New York, NY 10022

ACCEPTANCE AND ACKNOWLEDGMENT

The undersigned, on behalf of Stonefield Logistics Group Inc., hereby accepts and agrees to the terms and conditions of this Engagement Letter, effective as of the date first written above.

AGREED AND ACCEPTED:

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Marcus Delano

Title: Chief Executive Officer

Date: April 3, 2023

ACKNOWLEDGED:

By: ________

Name: Howard Kessler

Title: General Counsel and Secretary

Enclosure: Wire transfer instructions for retainer payment of $100,000

cc: Colette Whitman, Calderwood & Harkness LLP cc: Nathan Ikeda, Calderwood & Harkness LLP

Matter No.: 1012-00002

Timekeeper Category	Hourly Rate Range
Partners	$1,250 – $1,650
Associates	$650 – $1,050
Paralegals and Legal Assistants	$350 – $500

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022
April 3, 2023
Marcus Delano Chief Executive Officer Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201
cc: Howard Kessler, General Counsel, Stonefield Logistics Group Inc., 4200 Commerce Street, Suite 1500, Dallas, TX 75201
cc: Priya Sundaram, Chief Financial Officer, Stonefield Logistics Group Inc., 4200 Commerce Street, Suite 1500, Dallas, TX 75201
Dear Mr. Delano:
We are pleased that Stonefield Logistics Group Inc. has selected Calderwood & Harkness LLP as its restructuring counsel in connection with the matters described below. This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will provide legal services to the Company. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, execute and return a copy to us together with the retainer described in Section 4.2 below.
1. Engagement and Client Identification
This Engagement Letter confirms that Stonefield Logistics Group Inc. ("Stonefield" or the "Company"), a corporation organized and existing under the laws of the State of Delaware (EIN: 83-2457109; Delaware Division of Corporations File No.: 6341872), with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, is engaging Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as restructuring counsel to the Company on the terms and conditions set forth herein. This engagement shall be effective as of the date hereof, April 3, 2023. The Firm has assigned Matter No. 1012-00002 to this engagement, which reference number should be included on all correspondence and payments directed to the Firm in connection with this matter.
For the avoidance of doubt, the client in this engagement is Stonefield Logistics Group Inc. and only Stonefield Logistics Group Inc. The Firm does not, by virtue of this Engagement Letter or otherwise, represent any direct or indirect subsidiary or affiliate of the Company, including without limitation Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., or Stonefield Warehousing LLC. The Firm does not represent any equity holder of the Company, including Ridgeline Capital Partners Fund III, L.P. ("Ridgeline"), a Delaware limited partnership with principal offices at 300 Park Avenue, 28th Floor, New York, New York 10022, which the Company has identified as its controlling equity holder and sponsor. The Firm further does not represent, individually, any officer, director, manager, employee, or agent of the Company or any of its subsidiaries, nor does the Firm represent any creditor, lender, noteholder, or other counterparty of the Company. The Company acknowledges that Ridgeline, as the Company's private equity sponsor, is not a client under this engagement and that communications with Ridgeline or its representatives are not protected by the attorney-client privilege absent a separate agreement or common-interest arrangement.
2. Scope of Representation
The Firm has been retained to advise and represent the Company in connection with a consensual out-of-court restructuring of approximately $485 million in funded debt obligations of the Company and related transactions (collectively, the "Restructuring"). The Restructuring is expected to consist of the following principal components:
2.1 Amend-and-Extend of First Lien Debt. The Firm will advise the Company in connection with the negotiation, documentation, and consummation of an amendment and extension of the Company's existing First Lien Credit Agreement, dated as of December 15, 2017 (as heretofore amended, restated, supplemented, or otherwise modified, the "First Lien Credit Agreement"), among the Company, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the several financial institutions from time to time party thereto as Lenders. The First Lien Credit Agreement currently provides for (a) a revolving credit facility with aggregate commitments of approximately $50.0 million, of which approximately $42.0 million was drawn as of March 31, 2023, and (b) a Term Loan B facility with an aggregate outstanding principal amount of approximately $285.0 million. Both facilities mature on December 15, 2024. The contemplated amendment and extension is expected to involve, among other things, the extension of the maturity dates, the adjustment of applicable margins and pricing terms, the modification of financial maintenance covenants and negative covenants, and such other amendments as may be negotiated with the required lenders.
2.2 New Money Super-Priority Facility. The Firm will advise the Company in connection with the negotiation, documentation, and closing of a new super-priority first-out secured credit facility (the "New Money Facility") in an anticipated principal amount of approximately $55.0 million. The New Money Facility is expected to provide the Company with additional liquidity to support operations during and following the Restructuring and to fund transaction costs, including professional fees and expenses. The Firm's services will include advising on the terms and structure of the New Money Facility, the negotiation of the credit agreement and related loan documents, and the establishment of the intercreditor arrangements necessary to subordinate the existing first lien and second lien obligations to the new super-priority facility on a first-out basis.
2.3 Equitization of Mezzanine Debt. The Firm will advise the Company in connection with the exchange of approximately $140.0 million in aggregate principal amount of its outstanding 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the "Mezzanine Notes"), issued under that certain Indenture, dated as of December 15, 2017 (as supplemented, the "Mezzanine Indenture"), between the Company, as Issuer, and Continental Fiduciary Trust Company, as Trustee and Collateral Agent, for newly issued equity interests (which may consist of preferred equity, common equity, or a combination thereof) of the Company. The Firm's services in connection with this component will include advising on the structure of the exchange, preparing and negotiating exchange offer and consent solicitation documentation (including an offering memorandum or information statement, letters of transmittal, and related materials), developing and implementing exit consent mechanics to amend or strip covenants from the Mezzanine Indenture for non-participating holders, and advising on the securities law implications of the exchange (including the availability of exemptions from registration under Section 3(a)(9) or Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder).
2.4 Equity Restructuring. The Firm will advise the Company in connection with the restructuring of the Company's equity capitalization in connection with the mezzanine equitization described above. This component is expected to include the establishment of new classes or series of equity interests to be issued to the exchanging mezzanine holders, the negotiation of the terms of any new equity contribution by Ridgeline or other investors (including any backstop or rights offering mechanics), the dilution of existing equity interests as appropriate, and the design and implementation of a management incentive plan (including the reservation of a pool of equity interests for management, the terms of vesting and forfeiture, and the preparation of plan documents, award agreements, and related corporate approvals).
2.5 Related Documentation. The Firm will negotiate, draft, review, and advise on all ancillary and closing documentation necessary or advisable to effectuate the Restructuring, including without limitation:
(a) intercreditor agreements governing the relative rights and priorities among the New Money Facility lenders, the first lien lenders, and any holders of residual second lien claims;
(b) security documents, including amendments to existing security agreements, pledge agreements, intellectual property security agreements, and deposit account control agreements, as well as any new security documents required in connection with the New Money Facility;
(c) guaranty agreements, including amendments to or restatements of existing subsidiary guaranties;
(d) corporate governance documents, including a stockholders' agreement or investors' rights agreement among the Company, Ridgeline, the former mezzanine holders, and management, an amended and restated certificate of incorporation of the Company, certificates of designations for any newly created series of preferred stock, and amended and restated bylaws;
(e) board resolutions, written consents of stockholders, officer and secretary certificates, good standing certificates, and other corporate authorization documents;
(f) legal opinions of the Firm and coordination with respect to legal opinions of local counsel in applicable jurisdictions;
(g) UCC financing statements and amendments, real property mortgage amendments, and related perfection filings; and
(h) all other agreements, instruments, certificates, and documents as may be necessary or appropriate in connection with the Closing of the Restructuring.
2.6 Fiduciary Duty Advice. The scope of this engagement includes advising the Company's Board of Directors on the fiduciary duties of directors in connection with the Restructuring, with particular attention to the duties applicable to directors of a Delaware corporation operating in or near the zone of insolvency. The Firm will provide guidance on the scope and application of the duties of care and loyalty in the context of the Restructuring, the potential expansion of the Board's fiduciary obligations to encompass creditor interests, the appropriate process for Board decision-making (including the role of independent directors and potential conflicts of interest), and the availability of safe harbors and protections under Delaware law, including the business judgment rule.
2.7 Coordination with Financial Advisor. The Firm will coordinate with the Company's financial advisor, Hargrove Advisory Group LLC ("Hargrove"), which was retained by the Company's Board of Directors on or about March 15, 2023. The Firm's primary point of contact at Hargrove is Elena Voss, Managing Director. Coordination is expected to include joint strategy sessions, review and analysis of financial projections and business plan assumptions, assistance with valuation and feasibility analyses, and collaboration on term sheets and proposals presented to creditor constituencies.
2.8 Creditor Negotiations. The Firm will advise and represent the Company in all interactions and negotiations with the Company's creditor constituencies and their advisors in connection with the Restructuring, including without limitation:
(a) the first lien lender group and its administrative agent, Pinnacle National Bank, N.A. (Daniel Wexford, Managing Director, Loan Restructuring Group), and their counsel, Westlake Harden & Cole LLP (Ramona Quelibo, Lead Partner);
(b) the ad hoc group of holders of the Mezzanine Notes (which the Company has identified as including Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, among others), their counsel, Thornbury McCaffrey LLP (Alan Driscoll, Lead Partner), and their financial advisor, Meridian Veltrian Partners LLC;
(c) any prospective new money lender or lead arranger for the New Money Facility;
(d) Continental Fiduciary Trust Company, in its capacity as Trustee under the Mezzanine Indenture and as collateral agent under the related second lien security documents; and
(e) such other parties as may be relevant to the negotiation and consummation of the Restructuring.
2.9 Exclusions from Scope. Notwithstanding the foregoing, the scope of this engagement does not include the following, each of which, if required, would be the subject of a separate engagement letter or amendment to this Engagement Letter:
(a) representation of the Company in any case commenced under Title 11 of the United States Code (the "Bankruptcy Code"), including the preparation or filing of a voluntary petition, or representation as debtor-in-possession in a chapter 11 proceeding, provided that the Firm may be separately engaged by the Company for such purpose if the Board determines that an in-court restructuring is necessary or advisable;
(b) representation of the Company in any litigation, adversary proceeding, contested matter, arbitration, or other dispute resolution proceeding, whether arising in connection with the Restructuring or otherwise;
(c) advice on regulatory matters, including transportation, logistics, or environmental regulatory compliance, permitting, or enforcement actions; and
(d) advice on employment law, employee benefits, ERISA, executive compensation, or labor relations matters.
3. Engagement Team
The Firm has assembled the following team of attorneys to staff this engagement. The Company may direct day-to-day inquiries and communications to the Responsible Partner or the Lead Associate, as appropriate.
Responsible Partner — Nathaniel Bower. Mr. Bower is a partner in the Firm's Bankruptcy & Restructuring Group and will serve as the Responsible Partner for this engagement. In that capacity, Mr. Bower will have overall supervisory responsibility for the Firm's work on the Restructuring and will serve as the Company's primary contact for strategic, legal, and relationship matters. Mr. Bower has over twenty-five years of experience advising debtors, creditors, and sponsors in complex restructuring transactions across a range of industries, including transportation, logistics, and distribution.
Billing Partner — Colette Whitman. Ms. Whitman is a partner in the Firm's Bankruptcy & Restructuring Group and will serve as the Billing Partner for this engagement. In that capacity, Ms. Whitman will be responsible for billing, fee arrangements, and the administrative aspects of the engagement, including the preparation and review of monthly invoices and management of the retainer balance.
Lead Associate — Nathan Ikeda. Mr. Ikeda is an associate in the Firm's Bankruptcy & Restructuring Group and will serve as the Lead Associate for this engagement. Mr. Ikeda will be responsible for the day-to-day management of work streams, including document drafting, negotiation sessions with creditor counsel, coordination with Hargrove and other advisors, and management of the closing process.
Working Associate — Gabrielle Moss. Ms. Moss is an associate in the Firm's Bankruptcy & Restructuring Group and will support the engagement in the areas of document review, due diligence, drafting support, and closing logistics.
Specialist Partner (Tax) — Sylvia Hartwell. Ms. Hartwell is a partner in the Firm's Tax Group and will provide tax analysis and advice in connection with the Restructuring. Ms. Hartwell's work is expected to include analysis of cancellation of indebtedness ("COD") income arising from the proposed debt-for-equity exchanges, the tax consequences of the exchange of Mezzanine Notes for equity under Sections 108, 1001, and 354 of the Internal Revenue Code, the potential application of Section 382 of the Internal Revenue Code to post-Restructuring net operating loss carryforwards in light of any ownership change resulting from the issuance of new equity, and such other tax matters as may arise in connection with the Restructuring.
The Firm may, from time to time, assign additional attorneys, paralegals, legal assistants, or other professional staff to this engagement as the nature and volume of the work may require. The Company will be notified of any material changes to the core engagement team described above.
4. Fee Arrangement
4.1 Hourly Rates
Fees for legal services rendered by the Firm in connection with this engagement will be computed on the basis of the Firm's standard hourly rates in effect at the time such services are rendered. The Firm's current standard hourly rates for the categories of timekeepers expected to work on this engagement are as follows:
The specific rate applicable to each individual timekeeper will depend upon the seniority and experience of that timekeeper. The hourly rates set forth above are subject to periodic adjustment, which adjustments are typically made on an annual basis, effective January 1 of each calendar year. The Company will be notified in advance of any changes to the applicable hourly rates. The current hourly rates for the core engagement team members identified in Section 3 above are available upon request and will be reflected on the Firm's monthly invoices.
4.2 Retainer.  Upon execution of this Engagement Letter, the Company shall pay to the Firm a retainer in the amount of One Hundred Thousand Dollars ($100,000) (the "Retainer"). The Retainer shall be deposited into and held in the Firm's client trust account (IOLTA account) maintained at Greaves Bancorp in accordance with the applicable rules governing client funds in the State of New York. The Retainer shall be applied against fees and disbursements as they become due and payable. Wire transfer instructions for payment of the Retainer are enclosed herewith. In the event that the balance of the Retainer is drawn below Twenty-Five Thousand Dollars ($25,000) at any time during the engagement, the Firm may request that the Company replenish the Retainer to its original amount, and the Company agrees to use commercially reasonable efforts to make such replenishment promptly upon request. Any unused balance of the Retainer remaining upon the conclusion or termination of this engagement shall be promptly returned to the Company.
4.3 Success Fee
In addition to the hourly fees described in Section 4.1 above, a success fee in the amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Success Fee") shall be payable to the Firm upon the closing (the "Closing") of the Restructuring transactions contemplated by this engagement. For purposes of this Section 4.3, "Closing" shall mean the date on which all material conditions precedent to the consummation of the Restructuring have been satisfied or waived, the amended First Lien Credit Agreement has become effective, the New Money Facility has funded, and the exchange of the Mezzanine Notes for new equity interests has been consummated. The Success Fee shall become fully earned and payable on the date of the Closing and shall be invoiced together with the Firm's final invoice for the matter. In the event that this engagement is terminated prior to the Closing, or in the event that the Restructuring is not consummated for any reason, no Success Fee shall be payable to the Firm, and the Company shall have no obligation with respect thereto.
4.4 Disbursements and Expenses
The Company shall reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the performance of services under this engagement. Such expenses and disbursements may include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals incurred in connection with travel reasonably required for the engagement), document production and reproduction costs, court filing fees and recording fees, messenger and courier charges, postage and express delivery charges, fees for computerized legal research services (including Westmark Data Systems and Sundial Solutions), charges for conference calls and videoconferences, fees of third-party vendors retained with the Company's approval (including local counsel, title companies, and UCC search firms), and similar costs. All disbursements and expenses will be itemized and included in the Firm's monthly invoices. The Firm will endeavor to manage disbursements in a cost-effective manner and will obtain the Company's advance approval for any single disbursement item expected to exceed $5,000.
4.5 Billing and Payment
The Firm will submit invoices to the Company on a monthly basis, which invoices shall set forth in reasonable detail a description of the legal services rendered and the disbursements and expenses incurred during the applicable billing period, together with the names and hourly rates of the timekeepers who performed such services and the time expended by each such timekeeper. Monthly invoices shall be due and payable within thirty (30) days of the Company's receipt thereof. Invoices shall be directed to the attention of Howard Kessler, General Counsel, and Priya Sundaram, Chief Financial Officer, at the Company's address set forth above, or to such other address or email address as the Company may designate in writing from time to time.
In the event that the Company disputes any portion of an invoice, the Company shall promptly notify the Firm in writing of the nature and basis of the dispute within fifteen (15) days of receipt of the invoice in question. Any undisputed portion of the invoice shall remain due and payable within the thirty (30) day period. The parties shall endeavor to resolve any billing dispute in good faith and in a timely manner. Past due amounts shall bear interest at a rate equal to the lesser of (a) one percent (1.0%) per month, or (b) the maximum rate permitted by applicable law.
5. Conflicts of Interest
In accordance with the applicable Rules of Professional Conduct, the Firm has conducted a comprehensive conflicts check with respect to the parties identified in connection with this engagement, including the Company, its subsidiaries, Ridgeline, the members of the Company's Board of Directors and senior management, Pinnacle National Bank, N.A., the identified members of the ad hoc group of mezzanine holders, Continental Fiduciary Trust Company, and the other parties and advisors referenced herein. Based on the results of such conflicts check, the Firm has identified no conflicts of interest that would preclude or materially impair the Firm's ability to undertake this engagement and to represent the Company in connection with the Restructuring.
The Firm does not currently represent, and during the pendency of this engagement will not knowingly undertake to represent, any party adverse to the Company in connection with this Restructuring, including without limitation Ridgeline Capital Partners Fund III, L.P., Pinnacle National Bank, N.A., any lender under the First Lien Credit Agreement, any holder of the Mezzanine Notes (including Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP), Continental Fiduciary Trust Company, or any prospective new money lender or arranger for the New Money Facility.
The Company acknowledges, however, that Calderwood & Harkness LLP is a large, diversified law firm with offices and practices across multiple jurisdictions, and that the Firm may currently represent, or may in the future undertake to represent, one or more of the parties identified above in matters that are unrelated to this engagement and the Restructuring. The Company hereby consents to such unrelated representations, provided that such representations do not create a conflict of interest with respect to this engagement within the meaning of the applicable Rules of Professional Conduct.
In the event that a conflict of interest arises during the course of this engagement, the Firm will promptly notify the Company and discuss the nature and implications of the conflict. The Firm will take appropriate steps to address the conflict, which may include seeking the Company's informed written consent to continued representation (where such consent is permissible under applicable ethical rules), implementing screening or ethical wall procedures within the Firm, or, if the conflict cannot be resolved, withdrawing from this engagement in an orderly manner so as to minimize disruption to the Company.
6. Confidentiality
The Firm will maintain the confidentiality of all information provided by the Company, its officers, directors, employees, agents, and other advisors in connection with this engagement, in accordance with the Firm's professional obligations under the applicable Rules of Professional Conduct and the duty of confidentiality owed by the Firm to the Company as its client. The Firm will not disclose any such confidential information to any third party except: (a) as may be required by applicable law, regulation, court order, or subpoena; (b) as may be required by the Firm's professional or ethical obligations; (c) to the extent necessary for the Firm to perform the services contemplated by this engagement, including disclosure to the Firm's partners, associates, paralegals, staff, and third-party service providers who have a need to know such information and are bound by obligations of confidentiality; and (d) with the prior written consent of the Company.
The Company acknowledges that the Restructuring may require the exchange of confidential information among the Company, its advisors, and one or more creditor constituencies pursuant to nondisclosure or confidentiality agreements. The Firm will assist the Company in negotiating, drafting, and administering such nondisclosure agreements and will advise the Company on the scope and limitations of any confidentiality protections afforded thereby, including the treatment of material nonpublic information under applicable securities laws.
7. Document Retention
The Firm maintains a document retention policy pursuant to which client files and work product are retained for a period following the conclusion of an engagement. Upon the conclusion or termination of this engagement, the Firm will, at the Company's request and expense, return to the Company any original documents that the Company provided to the Firm in connection with this engagement. The Firm may retain copies of such documents, as well as the Firm's own work product, internal memoranda, and correspondence, in accordance with its standard document retention policy. The Company should be aware that the Firm's retention policy provides for the destruction of files after a specified retention period (currently ten years from the date of the last activity on the matter), and the Company should therefore retrieve any original documents or other materials that it wishes to preserve prior to the expiration of such period. The Firm shall have no obligation to retain any files or documents beyond the retention period specified in its then-current retention policy.
8. Termination
Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be effective upon receipt of such written notice, subject to the Firm's professional obligations under the applicable Rules of Professional Conduct, including the obligation to provide reasonable notice and an opportunity for the Company to retain alternative counsel.
Upon termination of this engagement, the Company shall remain obligated to pay all fees for services rendered and disbursements and expenses incurred by the Firm through the effective date of termination, including any amounts for which invoices have not yet been issued. The Retainer, to the extent not previously applied, shall be applied against any outstanding fees and expenses, and any remaining balance shall be returned to the Company.
Following termination, the Firm will take reasonable steps to protect the Company's interests during any transition period, including cooperating with successor counsel, providing access to files and work product (subject to payment of outstanding amounts), and completing any time-sensitive tasks that cannot reasonably be deferred without prejudice to the Company.
For the avoidance of doubt, no Success Fee shall be payable to the Firm if this engagement is terminated without a Closing having occurred, regardless of the reason for such termination.
9. Limitation of Liability
To the fullest extent permitted by applicable law and the Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with the performance or non-performance of services under this Engagement Letter, whether based in contract, tort, strict liability, or otherwise, shall not exceed the total amount of fees actually paid by the Company to the Firm under this Engagement Letter; provided, however, that the foregoing limitation shall not apply to claims arising from the Firm's willful misconduct or gross negligence. In no event shall the Firm be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including lost profits or loss of business opportunity, regardless of whether the Firm has been advised of the possibility of such damages. The Company acknowledges that the fee arrangement set forth in this Engagement Letter reflects the allocation of risk embodied in this limitation of liability.
10. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or invalidity thereof, shall be finally resolved by binding arbitration administered by JAMS in New York, New York, in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with such rules, who shall be an attorney with at least twenty years of experience in the practice of law, including substantial experience in legal ethics and professional responsibility matters. The arbitrator's decision shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties may, by mutual written agreement, elect an alternative dispute resolution mechanism in lieu of arbitration.
11. Miscellaneous Provisions
Entire Agreement. This Engagement Letter constitutes the entire agreement between the Company and the Firm with respect to the terms and conditions of the Firm's engagement in connection with the Restructuring and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the subject matter hereof.
Amendment. This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both the Company and the Firm.
Counterparts. This Engagement Letter may be executed in two 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 Engagement Letter by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of an original executed counterpart.
No Assignment. Neither the Company nor the Firm may assign, delegate, or transfer its rights or obligations under this Engagement Letter, in whole or in part, without the prior written consent of the other party, and any purported assignment without such consent shall be void and of no effect. Notwithstanding the foregoing, the Firm may delegate the performance of specific tasks to other attorneys or professional staff within the Firm without the Company's consent, provided that the Responsible Partner retains supervisory responsibility for the engagement.
Notices. All notices, requests, consents, and other communications under this Engagement Letter shall be in writing and shall be deemed duly given when delivered personally, sent by overnight courier, or sent by electronic mail (with confirmation of receipt), to the addresses set forth in this Engagement Letter or to such other addresses as either party may designate in writing from time to time.
Severability. If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Engagement Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
12. Acceptance and Execution
If the foregoing terms and conditions are acceptable to the Company, please indicate the Company's acceptance by having an authorized officer sign and return the enclosed copy of this Engagement Letter to the undersigned, together with the Retainer in the amount of $100,000, payable by wire transfer in accordance with the wire transfer instructions enclosed herewith.
We look forward to working with you and the Stonefield team on this important matter. Please do not hesitate to contact Nathaniel Bower at (212) 555-4100 or nathaniel.bower@calderwoodharkness.com, or Nathan Ikeda at (212) 555-4127 or nathan.ikeda@calderwoodharkness.com, if you have any questions regarding this Engagement Letter or the engagement generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Nathaniel Bower
Title: Partner, Bankruptcy & Restructuring
Firm: Calderwood & Harkness LLP
Address: 599 Lexington Avenue, New York, NY 10022
ACCEPTANCE AND ACKNOWLEDGMENT
The undersigned, on behalf of Stonefield Logistics Group Inc., hereby accepts and agrees to the terms and conditions of this Engagement Letter, effective as of the date first written above.
AGREED AND ACCEPTED:
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Marcus Delano
Title: Chief Executive Officer
Date: April 3, 2023
ACKNOWLEDGED:
By: ________
Name: Howard Kessler
Title: General Counsel and Secretary
Enclosure: Wire transfer instructions for retainer payment of $100,000
cc: Colette Whitman, Calderwood & Harkness LLP cc: Nathan Ikeda, Calderwood & Harkness LLP
Matter No.: 1012-00002
Timekeeper Category | Hourly Rate Range
Partners | $1,250 – $1,650
Associates | $650 – $1,050
Paralegals and Legal Assistants | $350 – $500

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND ACKNOWLEDGMENT

AGREED AND ACCEPTED:

STONEFIELD LOGISTICS GROUP INC.

ACKNOWLEDGED:

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