1012-00002 · Stonefield Logistics Group · Transaction Documents/RSA

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FORM OF JOINDER AGREEMENT

to the Restructuring Support Agreement dated as of June 30, 2023

among

Stonefield Logistics Group Inc.,

Ridgeline Capital Partners Fund III, L.P.,

and

the Consenting Stakeholders party thereto

[●], 2023

This Joinder Agreement (this "Joinder Agreement") is made and entered into as of the date set forth above by the undersigned holder (the "Joining Holder") identified on the signature page hereto. This Joinder Agreement must be executed and delivered during the Joinder Period, which commences on July 3, 2023 and expires at 11:59 p.m., New York City time, on July 21, 2023.

RECITALS

WHEREAS:

A. Reference is hereby made to that certain Restructuring Support Agreement, dated as of June 30, 2023 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "RSA"), among Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (together with its direct and indirect subsidiaries party thereto, the "Company"), Ridgeline Capital Partners Fund III, L.P., a limited partnership organized under the laws of the State of Delaware (the "Sponsor"), the consenting first lien term loan lenders signatory thereto, which as of the date of the RSA held approximately $228.5 million of the $285.0 million in aggregate principal amount outstanding under the First Lien Term Loan B Credit Facility (representing approximately 80.2% of the Required Lenders threshold under the First Lien Credit Agreement), the consenting revolving credit facility lenders signatory thereto, consisting of Pinnacle National Bank, N.A., Great Basin Commercial Bank, and Tidewater Lending Corporation (representing unanimous consent of the revolving credit facility lenders), and the members of the Ad Hoc Group of Mezzanine Holders signatory thereto, consisting of Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, which as of the date of the RSA held in the aggregate approximately $122.0 million of the $140.0 million in aggregate principal amount outstanding of Mezzanine Notes (as defined below). The RSA is governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. Capitalized terms used but not otherwise defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the RSA.

B. Section 9 of the RSA contemplates and provides that additional holders of the Company's 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2) (the "Mezzanine Notes"), issued pursuant to that certain Indenture, dated as of December 15, 2017 (as supplemented, amended, or modified from time to time, the "Mezzanine Indenture"), by and between the Company, as Issuer, and Continental Fiduciary Trust Company, a national banking association, as Trustee (in such capacity, the "Mezzanine Trustee"), may become party to the RSA as Consenting Mezzanine Holders by executing and delivering a joinder agreement substantially in the form of this Joinder Agreement during the Joinder Period (commencing July 3, 2023 and expiring at 11:59 p.m., New York City time, on July 21, 2023). The Joining Holder desires to become a "Consenting Mezzanine Holder" under, and party to, the RSA on the terms and subject to the conditions set forth herein and therein.

C. The RSA sets forth the terms and conditions upon which the parties thereto have agreed to support and consummate the Restructuring Transactions, which include, among other things: (i) the amendment and extension of the First Lien Term Loan B Credit Facility (with $285.0 million in aggregate principal amount outstanding), with the maturity date to be extended to December 19, 2028 and the applicable interest rate margin to be set at Term SOFR plus 500 basis points per annum, together with the amendment and extension of the Revolving Credit Facility, the aggregate commitments under which will be reduced from $50.0 million to $35.0 million, with a new maturity date of December 19, 2027; (ii) the incurrence of a new $55.0 million Super-Priority Term Loan to be provided by Belvedere Credit Opportunities Fund LP on the terms and conditions set forth in the RSA and the related commitment letter; (iii) the equitization of the $140.0 million in aggregate principal amount outstanding of Mezzanine Notes, together with $8.1 million in accrued and unpaid payment-in-kind interest thereon, in exchange for (a) Series A Preferred Equity of the reorganized Company, with an aggregate liquidation preference of $35.0 million and bearing dividends at a rate of 10.00% per annum, payable in kind, and (b) 47.5% of the pro forma common equity of the reorganized Company, allocated pro rata among participating Mezzanine Note holders; and (iv) a new equity contribution by the Sponsor in the amount of $12.5 million, resulting in the dilution of the Sponsor's equity ownership from 100% to 47.5% of the pro forma common equity of the reorganized Company.

SECTION 1 — AGREEMENT TO BE BOUND

1.1 Joinder. By executing and delivering this Joinder Agreement, the Joining Holder hereby agrees, effective as of the date first set forth above (or, if later, the date on which the Company provides the acknowledgment set forth on the Company's signature page hereto), to be bound by all of the terms, conditions, covenants, agreements, rights, and obligations of a "Consenting Mezzanine Holder" set forth in the RSA, in each case as if the Joining Holder were an original signatory to the RSA as of June 30, 2023. From and after the date on which this Joinder Agreement becomes effective in accordance with Section 4.8 hereof, the Joining Holder shall be deemed a "Consenting Stakeholder" and a "Consenting Mezzanine Holder" for all purposes of the RSA, including for purposes of determining whether the requisite thresholds of Consenting Mezzanine Holders have been met with respect to any consent, waiver, amendment, direction, or other action under the RSA or any Definitive Document.

1.2 Incorporation by Reference. All provisions of the RSA, including without limitation the milestones set forth in Section 4 thereof, the termination events set forth in Section 7 thereof, the long-stop date of December 31, 2023 set forth in Section 7.1(a)(xii) thereof, the transfer restrictions set forth in Section 8 thereof, and the affirmative commitments of each Consenting Mezzanine Holder to support the Restructuring Transactions and to vote in favor of and consent to the Exchange (as such term is defined in the RSA), are hereby incorporated by reference into this Joinder Agreement and shall apply to the Joining Holder with the same force and effect as if each such provision were set forth herein at length. In the event of any conflict or inconsistency between the terms of this Joinder Agreement and the terms of the RSA, the terms of the RSA shall control and govern, except to the extent that this Joinder Agreement expressly provides otherwise with the written consent of the Company, the Sponsor, and the Required Consenting Mezzanine Holders.

SECTION 2 — REPRESENTATIONS AND WARRANTIES OF THE JOINING HOLDER

The Joining Holder hereby makes the following representations and warranties to the Company, the Sponsor, and each other Consenting Stakeholder as of the date hereof:

2.1 Organization and Authority. The Joining Holder is duly organized or formed, validly existing, and in good standing (or its equivalent, to the extent applicable) under the laws of its jurisdiction of organization or formation. The Joining Holder has full corporate, partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Joinder Agreement and the RSA and to consummate the transactions contemplated hereby and thereby.

2.2 Authorization; Binding Effect. The execution, delivery, and performance by the Joining Holder of this Joinder Agreement and the performance by the Joining Holder of its obligations under the RSA have been duly and validly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Joining Holder. No further action, consent, or approval of any Person (including any partner, member, manager, shareholder, board of directors, or other governing body of the Joining Holder) is required in connection therewith. This Joinder Agreement has been duly and validly executed and delivered by the Joining Holder and constitutes the legal, valid, and binding obligation of the Joining Holder, enforceable against the Joining Holder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability affecting the enforcement of creditors' rights generally and (b) general principles of equity, whether considered in a proceeding at law or in equity (collectively, the "Enforceability Limitations").

2.3 Ownership of Mezzanine Notes. The Joining Holder represents and warrants that, as of the date hereof, it is the beneficial owner of, or the investment advisor or investment manager exercising sole discretionary authority and control with respect to, the aggregate principal amount of Mezzanine Notes (CUSIP: 861537 AA 2) set forth on the signature page hereto (the "Joining Holder's Mezzanine Holdings"). The Joining Holder further represents and warrants that, as of the date hereof, it has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered, or agreed, committed, or entered into any binding arrangement to sell, transfer, assign, pledge, hypothecate, or otherwise encumber, any portion of the Joining Holder's Mezzanine Holdings, except as expressly permitted by the transfer provisions set forth in Section 8 of the RSA. The Joining Holder acknowledges that its agreement to the principal amount of Mezzanine Notes set forth on the signature page hereto is a material inducement to the Company, the Sponsor, and the other Consenting Stakeholders to accept this Joinder Agreement.

2.4 No Conflicts. The execution, delivery, and performance by the Joining Holder of this Joinder Agreement and the consummation of the transactions contemplated hereby and by the RSA do not and will not (a) conflict with, result in a breach or violation of, or constitute a default under, the certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement, or other comparable organizational documents of the Joining Holder, (b) conflict with, result in a breach or violation of, or constitute a default under, any applicable law, statute, regulation, rule, order, judgment, decree, or injunction to which the Joining Holder or any of its properties or assets is subject, or (c) conflict with, result in a breach or violation of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, indenture, or other instrument to which the Joining Holder is a party or by which the Joining Holder or any of its properties or assets may be bound, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Joining Holder's ability to perform its obligations under this Joinder Agreement or the RSA.

2.5 Accredited Investor / Qualified Purchaser Status. The Joining Holder represents and warrants that it is (a) an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and/or (b) a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), as applicable. The Joining Holder acknowledges that the securities to be issued in connection with the Restructuring Transactions (including, without limitation, the Series A Preferred Equity and the pro forma common equity) have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities laws.

2.6 Access to Information; No Reliance. The Joining Holder acknowledges and represents that (a) it has received, reviewed, and had adequate opportunity to review a complete copy of the RSA and all exhibits, schedules, annexes, and attachments thereto, including the Restructuring Term Sheet attached as Exhibit A to the RSA, (b) it has had a reasonable opportunity to ask questions of, and receive answers from, the Company, its advisors, and such other Persons as it has deemed appropriate regarding the Restructuring Transactions, the RSA, the Definitive Documents, the business, financial condition, results of operations, and prospects of the Company, and all other matters it considers relevant to the decision to execute and deliver this Joinder Agreement, and (c) it is entering into this Joinder Agreement and agreeing to become bound by the RSA based upon its own independent investigation, due diligence, and analysis, and the advice of its own legal, financial, tax, and other advisors, and is not relying upon any representation, warranty, inducement, promise, or other statement of fact or opinion of the Company, the Sponsor, any other Consenting Stakeholder, or any of their respective officers, directors, managers, employees, agents, advisors, or representatives, except as expressly set forth in the RSA. The Joining Holder further acknowledges that no Person has been authorized to make any representation or warranty on behalf of any of the foregoing Persons in connection with this Joinder Agreement or the Restructuring Transactions except as expressly set forth in the RSA.

SECTION 3 — AGREEMENTS AND COVENANTS OF THE JOINING HOLDER

3.1 Support Obligations. The Joining Holder hereby agrees, for so long as the RSA remains in effect and has not been validly terminated in accordance with its terms, to support the Restructuring Transactions on the terms and conditions set forth in the RSA, including without limitation the following:

(a) Voting and Consent. The Joining Holder shall timely vote in favor of, and consent to, the exchange of its Mezzanine Notes pursuant to the Exchange Agreement and the related Consent Solicitation, in each case in accordance with the terms and conditions of the RSA and the Restructuring Term Sheet, and shall not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote or consent;

(b) Delivery for Cancellation. The Joining Holder shall, at the time and in the manner specified in the Exchange Agreement and the RSA, deliver (or cause to be delivered through the applicable clearing systems, including The Depository Trust Company) its Mezzanine Notes for cancellation in exchange for the Joining Holder's pro rata share of (i) the Series A Preferred Equity of the reorganized Company, with an aggregate liquidation preference of $35.0 million and bearing payment-in-kind dividends at a rate of 10.00% per annum, and (ii) the allocation to Consenting Mezzanine Holders of 47.5% of the pro forma common equity of the reorganized Company, in each case as determined in accordance with the distribution mechanics set forth in the RSA and the Restructuring Term Sheet;

(c) Waiver of Accrued PIK Interest. The Joining Holder shall, in connection with the exchange described in clause (b) above, waive its pro rata share of the $8.1 million in accrued and unpaid payment-in-kind interest on the Mezzanine Notes, such waiver being an integral component of the exchange consideration agreed upon among the parties to the RSA;

(d) Exit Consent Amendments. The Joining Holder shall execute, deliver, and consent to the exit consent amendments to the Mezzanine Indenture, which shall be implemented through a Supplemental Indenture to be entered into by the Company, as Issuer, and Continental Fiduciary Trust Company, as Mezzanine Trustee, in form and substance consistent with the RSA and reasonably acceptable to the Required Consenting Mezzanine Holders, which Supplemental Indenture shall, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Mezzanine Indenture with respect to any Mezzanine Notes that remain outstanding following the consummation of the Exchange; and

(e) Execution of Definitive Documents. The Joining Holder shall negotiate in good faith and, at the appropriate time, execute, deliver, and perform under the Exchange Agreement, the Stockholders' Agreement, the Registration Rights Agreement, and such other Definitive Documents (as defined in the RSA) as may be required to be executed by a Consenting Mezzanine Holder in connection with the Restructuring Transactions, in each case in form and substance consistent with the RSA and the Restructuring Term Sheet and otherwise reasonably acceptable to the Company, the Sponsor, and the Required Consenting Mezzanine Holders.

3.2 Transfer Restrictions. The Joining Holder agrees to be bound by, and to comply in all respects with, the transfer restrictions set forth in Section 8 of the RSA, including without limitation the requirement that any transfer, sale, assignment, pledge, hypothecation, or other disposition (each, a "Transfer") of all or any portion of the Joining Holder's Mezzanine Holdings during the term of the RSA shall be made only to a transferee (a "Permitted Transferee") that has first executed and delivered to the Company a joinder agreement substantially in the form of this Joinder Agreement (or as otherwise provided in Section 8 of the RSA), and any purported Transfer that does not comply with Section 8 of the RSA shall be null and void ab initio and of no force or effect. Notwithstanding the foregoing, any Transfer to an affiliate or related fund of the Joining Holder that is managed or advised by the same investment advisor or manager as the Joining Holder shall be permitted; provided that such affiliate or related fund executes and delivers a joinder agreement substantially in the form hereof prior to or concurrently with such Transfer.

3.3 Forbearance. The Joining Holder agrees that, for so long as the RSA remains in effect and has not been validly terminated in accordance with its terms, it shall forbear from, and shall not directly or indirectly take any action to, exercise, direct, encourage, or instruct the Mezzanine Trustee or any other Person to exercise, any right or remedy (whether contractual, statutory, at law, in equity, or otherwise) under the Mezzanine Indenture, the Mezzanine Notes, or applicable law with respect to any existing or future default or event of default (howsoever arising), including without limitation (a) any acceleration of the maturity of the Mezzanine Notes, (b) the institution, prosecution, or joinder in any action or proceeding against the Company or any of its subsidiaries, (c) the exercise of any right to set-off, net, collect, recoup, or apply any amount against the Company or any of its subsidiaries, or (d) the taking of any other enforcement action, in each case consistent with and subject to the forbearance provisions set forth in Section 5 of the RSA. Nothing in this Section 3.3 shall be construed to limit or impair the Joining Holder's right to terminate its obligations under the RSA in accordance with the termination provisions set forth in Section 7 of the RSA.

SECTION 4 — MISCELLANEOUS PROVISIONS

4.1 Governing Law. This Joinder Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflict-of-laws principles that would require or permit the application of the laws of any other jurisdiction. The parties acknowledge that the RSA is likewise governed by the laws of the State of New York.

4.2 Jurisdiction and Venue. The Joining Holder hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, City of New York, for any action, suit, or proceeding arising out of or relating to this Joinder Agreement, the RSA, or the Restructuring Transactions, and agrees not to commence any action, suit, or proceeding relating thereto except in such courts. The Joining Holder hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit, or proceeding may be served on the Joining Holder in any manner permitted by applicable law, including service of process by mail to the address set forth on the Joining Holder's signature page hereto.

4.3 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given pursuant to this Joinder Agreement shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier service (with tracking capability), or sent by electronic mail (with confirmation of receipt), and shall be addressed as follows:

(a) If to the Joining Holder, to the address and email address set forth on the Joining Holder's signature page hereto.

(b) If to the Company:

Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201

Attention: Howard Kessler, General Counsel

Email: hkessler@stonefieldlogistics.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Nathaniel Bower

Email: nbower@calderwoodharkness.com

Ridgeline Capital Management III LLC 300 Park Avenue, 28th Floor New York, NY 10022

Attention: Julian Voight

Email: jvoight@ridgelinecap.com

(d) If to counsel for the Ad Hoc Group of Mezzanine Holders:

Thornbury McCaffrey LLP 375 Park Avenue, 25th Floor New York, NY 10152

Attention: Alan Driscoll

Email: adriscoll@thornburymccaffrey.com

4.4 Counterparts; Electronic Execution. This Joinder Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by electronic means, including by facsimile, portable document format (.pdf), Brightwater Software, or other electronic signature platform that complies with the U.S. federal ESIGN Act, the New York State Electronic Signatures and Records Act, or other applicable law, shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.

4.5 Amendments. This Joinder Agreement may not be amended, restated, supplemented, modified, or waived except in accordance with the amendment and modification provisions set forth in Section 10 of the RSA. For the avoidance of doubt, any amendment, modification, or waiver of the RSA that is effected in accordance with its terms shall be binding upon the Joining Holder to the same extent as if the Joining Holder were an original signatory to the RSA.

4.6 Headings. The section and subsection headings contained in this Joinder Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of any provision of this Joinder Agreement.

4.7 Severability. If any term, provision, covenant, or restriction of this Joinder Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Joinder Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term, provision, covenant, or restriction is invalid, void, or unenforceable, the parties shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

4.8 Effectiveness. This Joinder Agreement shall become effective upon the satisfaction of both of the following conditions: (i) execution and delivery of this Joinder Agreement by the Joining Holder to the Company, and (ii) acknowledgment of this Joinder Agreement by the Company (on behalf of itself and the other parties to the RSA) as evidenced by the execution of the acknowledgment set forth on the Company's signature page hereto. Upon becoming effective, this Joinder Agreement shall remain in full force and effect for so long as the RSA remains in effect, subject in all respects to the termination provisions set forth in Section 7 of the RSA. Upon any termination of the RSA in accordance with its terms, this Joinder Agreement shall automatically terminate and be of no further force or effect, except that the provisions of Sections 4.1, 4.2, and 4.7 hereof (and any corresponding provisions of the RSA that survive termination) shall survive such termination.

[Signature Pages Follow]

SIGNATURE PAGE TO JOINDER AGREEMENT

JOINING HOLDER

IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder Agreement as of the date first set forth above.

[NAME OF JOINING HOLDER]

By: ________

Name:

Title:

Date: [●], 2023

Address for Notices:

________________________________________

Email: ________

Principal Amount of Mezzanine Notes Held (CUSIP: 861537 AA 2):

$________

Note: The Joining Holder must specify the aggregate principal amount of Mezzanine Notes (CUSIP: 861537 AA 2) beneficially owned by, or over which the Joining Holder exercises sole investment discretion, as of the date of this Joinder Agreement. During the Joinder Period (July 3, 2023 through July 21, 2023), an additional $12.5 million in aggregate principal amount of Mezzanine Notes joined the RSA through the execution of joinder agreements in substantially this form, bringing total consenting Mezzanine Note holdings to $134.5 million of the $140.0 million outstanding (approximately 96.1%).

SIGNATURE PAGE TO JOINDER AGREEMENT

ACKNOWLEDGMENT BY THE COMPANY

The undersigned hereby acknowledges and accepts this Joinder Agreement on behalf of Stonefield Logistics Group Inc. and, for purposes of Section 4.8 hereof, on behalf of the other parties to the RSA.

ACKNOWLEDGED AND ACCEPTED:

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Marcus Delano

Title: Chief Executive Officer

Date: [●], 2023

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Howard Kessler

Title: General Counsel and Secretary

Date: [●], 2023

EXHIBIT A

FORM OF NOTICE OF JOINDER

(To be delivered to all parties to the RSA upon execution of a Joinder Agreement)

[Date]

Re: Notice of Joinder to Restructuring Support Agreement dated as of June 30, 2023 — Stonefield Logistics Group Inc.

Ladies and Gentlemen:

Reference is hereby made to the Restructuring Support Agreement, dated as of June 30, 2023 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "RSA"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Company"), Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership (the "Sponsor"), and the Consenting Stakeholders party thereto. Capitalized terms used but not otherwise defined in this Notice shall have the respective meanings ascribed to such terms in the RSA.

This Notice is delivered pursuant to Section 9 of the RSA to confirm that [Name of Joining Holder] (the "Joining Holder") has executed and delivered a Joinder Agreement to the RSA, dated as of [●], 2023 (the "Joinder Agreement"), and has thereby become a Consenting Mezzanine Holder under and party to the RSA, effective as of the date on which the Company acknowledged and accepted the Joinder Agreement.

As of the date of the Joinder Agreement, the Joining Holder beneficially owns, or exercises sole investment discretion with respect to, $[●] in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2) issued pursuant to the Mezzanine Indenture.

A copy of the executed Joinder Agreement is attached hereto.

Please direct any questions regarding this Notice or the Joinder Agreement to the undersigned at the address and contact information set forth below.

Very truly yours,

[NAME OF JOINING HOLDER]

By: ________

Name:

Title:

Address:

Email:

cc (by email and overnight courier):

Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201

Attention: Howard Kessler, General Counsel

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Nathaniel Bower

Ridgeline Capital Management III LLC 300 Park Avenue, 28th Floor New York, NY 10022

Attention: Julian Voight

Thornbury McCaffrey LLP 375 Park Avenue, 25th Floor New York, NY 10152

Attention: Alan Driscoll

Meridian Veltrian Partners LLC 660 Fifth Avenue, 18th Floor New York, NY 10103

Pinnacle National Bank, N.A. (as First Lien Agent) 200 Liberty Street New York, NY 10281

Attention: Daniel Wexford

Westlake Harden & Cole LLP 787 Seventh Avenue, 34th Floor New York, NY 10019

Attention: Ramona Quelibo

FORM OF JOINDER AGREEMENT
to the Restructuring Support Agreement dated as of June 30, 2023
among
Stonefield Logistics Group Inc.,
Ridgeline Capital Partners Fund III, L.P.,
and
the Consenting Stakeholders party thereto
[●], 2023
This Joinder Agreement (this "Joinder Agreement") is made and entered into as of the date set forth above by the undersigned holder (the "Joining Holder") identified on the signature page hereto. This Joinder Agreement must be executed and delivered during the Joinder Period, which commences on July 3, 2023 and expires at 11:59 p.m., New York City time, on July 21, 2023.
RECITALS
WHEREAS:
A. Reference is hereby made to that certain Restructuring Support Agreement, dated as of June 30, 2023 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "RSA"), among Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (together with its direct and indirect subsidiaries party thereto, the "Company"), Ridgeline Capital Partners Fund III, L.P., a limited partnership organized under the laws of the State of Delaware (the "Sponsor"), the consenting first lien term loan lenders signatory thereto, which as of the date of the RSA held approximately $228.5 million of the $285.0 million in aggregate principal amount outstanding under the First Lien Term Loan B Credit Facility (representing approximately 80.2% of the Required Lenders threshold under the First Lien Credit Agreement), the consenting revolving credit facility lenders signatory thereto, consisting of Pinnacle National Bank, N.A., Great Basin Commercial Bank, and Tidewater Lending Corporation (representing unanimous consent of the revolving credit facility lenders), and the members of the Ad Hoc Group of Mezzanine Holders signatory thereto, consisting of Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, which as of the date of the RSA held in the aggregate approximately $122.0 million of the $140.0 million in aggregate principal amount outstanding of Mezzanine Notes (as defined below). The RSA is governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. Capitalized terms used but not otherwise defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the RSA.
B. Section 9 of the RSA contemplates and provides that additional holders of the Company's 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2) (the "Mezzanine Notes"), issued pursuant to that certain Indenture, dated as of December 15, 2017 (as supplemented, amended, or modified from time to time, the "Mezzanine Indenture"), by and between the Company, as Issuer, and Continental Fiduciary Trust Company, a national banking association, as Trustee (in such capacity, the "Mezzanine Trustee"), may become party to the RSA as Consenting Mezzanine Holders by executing and delivering a joinder agreement substantially in the form of this Joinder Agreement during the Joinder Period (commencing July 3, 2023 and expiring at 11:59 p.m., New York City time, on July 21, 2023). The Joining Holder desires to become a "Consenting Mezzanine Holder" under, and party to, the RSA on the terms and subject to the conditions set forth herein and therein.
C. The RSA sets forth the terms and conditions upon which the parties thereto have agreed to support and consummate the Restructuring Transactions, which include, among other things: (i) the amendment and extension of the First Lien Term Loan B Credit Facility (with $285.0 million in aggregate principal amount outstanding), with the maturity date to be extended to December 19, 2028 and the applicable interest rate margin to be set at Term SOFR plus 500 basis points per annum, together with the amendment and extension of the Revolving Credit Facility, the aggregate commitments under which will be reduced from $50.0 million to $35.0 million, with a new maturity date of December 19, 2027; (ii) the incurrence of a new $55.0 million Super-Priority Term Loan to be provided by Belvedere Credit Opportunities Fund LP on the terms and conditions set forth in the RSA and the related commitment letter; (iii) the equitization of the $140.0 million in aggregate principal amount outstanding of Mezzanine Notes, together with $8.1 million in accrued and unpaid payment-in-kind interest thereon, in exchange for (a) Series A Preferred Equity of the reorganized Company, with an aggregate liquidation preference of $35.0 million and bearing dividends at a rate of 10.00% per annum, payable in kind, and (b) 47.5% of the pro forma common equity of the reorganized Company, allocated pro rata among participating Mezzanine Note holders; and (iv) a new equity contribution by the Sponsor in the amount of $12.5 million, resulting in the dilution of the Sponsor's equity ownership from 100% to 47.5% of the pro forma common equity of the reorganized Company.
SECTION 1 — AGREEMENT TO BE BOUND
1.1 Joinder. By executing and delivering this Joinder Agreement, the Joining Holder hereby agrees, effective as of the date first set forth above (or, if later, the date on which the Company provides the acknowledgment set forth on the Company's signature page hereto), to be bound by all of the terms, conditions, covenants, agreements, rights, and obligations of a "Consenting Mezzanine Holder" set forth in the RSA, in each case as if the Joining Holder were an original signatory to the RSA as of June 30, 2023. From and after the date on which this Joinder Agreement becomes effective in accordance with Section 4.8 hereof, the Joining Holder shall be deemed a "Consenting Stakeholder" and a "Consenting Mezzanine Holder" for all purposes of the RSA, including for purposes of determining whether the requisite thresholds of Consenting Mezzanine Holders have been met with respect to any consent, waiver, amendment, direction, or other action under the RSA or any Definitive Document.
1.2 Incorporation by Reference. All provisions of the RSA, including without limitation the milestones set forth in Section 4 thereof, the termination events set forth in Section 7 thereof, the long-stop date of December 31, 2023 set forth in Section 7.1(a)(xii) thereof, the transfer restrictions set forth in Section 8 thereof, and the affirmative commitments of each Consenting Mezzanine Holder to support the Restructuring Transactions and to vote in favor of and consent to the Exchange (as such term is defined in the RSA), are hereby incorporated by reference into this Joinder Agreement and shall apply to the Joining Holder with the same force and effect as if each such provision were set forth herein at length. In the event of any conflict or inconsistency between the terms of this Joinder Agreement and the terms of the RSA, the terms of the RSA shall control and govern, except to the extent that this Joinder Agreement expressly provides otherwise with the written consent of the Company, the Sponsor, and the Required Consenting Mezzanine Holders.
SECTION 2 — REPRESENTATIONS AND WARRANTIES OF THE JOINING HOLDER
The Joining Holder hereby makes the following representations and warranties to the Company, the Sponsor, and each other Consenting Stakeholder as of the date hereof:
2.1 Organization and Authority. The Joining Holder is duly organized or formed, validly existing, and in good standing (or its equivalent, to the extent applicable) under the laws of its jurisdiction of organization or formation. The Joining Holder has full corporate, partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Joinder Agreement and the RSA and to consummate the transactions contemplated hereby and thereby.
2.2 Authorization; Binding Effect. The execution, delivery, and performance by the Joining Holder of this Joinder Agreement and the performance by the Joining Holder of its obligations under the RSA have been duly and validly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Joining Holder. No further action, consent, or approval of any Person (including any partner, member, manager, shareholder, board of directors, or other governing body of the Joining Holder) is required in connection therewith. This Joinder Agreement has been duly and validly executed and delivered by the Joining Holder and constitutes the legal, valid, and binding obligation of the Joining Holder, enforceable against the Joining Holder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability affecting the enforcement of creditors' rights generally and (b) general principles of equity, whether considered in a proceeding at law or in equity (collectively, the "Enforceability Limitations").
2.3 Ownership of Mezzanine Notes. The Joining Holder represents and warrants that, as of the date hereof, it is the beneficial owner of, or the investment advisor or investment manager exercising sole discretionary authority and control with respect to, the aggregate principal amount of Mezzanine Notes (CUSIP: 861537 AA 2) set forth on the signature page hereto (the "Joining Holder's Mezzanine Holdings"). The Joining Holder further represents and warrants that, as of the date hereof, it has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered, or agreed, committed, or entered into any binding arrangement to sell, transfer, assign, pledge, hypothecate, or otherwise encumber, any portion of the Joining Holder's Mezzanine Holdings, except as expressly permitted by the transfer provisions set forth in Section 8 of the RSA. The Joining Holder acknowledges that its agreement to the principal amount of Mezzanine Notes set forth on the signature page hereto is a material inducement to the Company, the Sponsor, and the other Consenting Stakeholders to accept this Joinder Agreement.
2.4 No Conflicts. The execution, delivery, and performance by the Joining Holder of this Joinder Agreement and the consummation of the transactions contemplated hereby and by the RSA do not and will not (a) conflict with, result in a breach or violation of, or constitute a default under, the certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement, or other comparable organizational documents of the Joining Holder, (b) conflict with, result in a breach or violation of, or constitute a default under, any applicable law, statute, regulation, rule, order, judgment, decree, or injunction to which the Joining Holder or any of its properties or assets is subject, or (c) conflict with, result in a breach or violation of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, indenture, or other instrument to which the Joining Holder is a party or by which the Joining Holder or any of its properties or assets may be bound, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Joining Holder's ability to perform its obligations under this Joinder Agreement or the RSA.
2.5 Accredited Investor / Qualified Purchaser Status. The Joining Holder represents and warrants that it is (a) an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and/or (b) a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), as applicable. The Joining Holder acknowledges that the securities to be issued in connection with the Restructuring Transactions (including, without limitation, the Series A Preferred Equity and the pro forma common equity) have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities laws.
2.6 Access to Information; No Reliance. The Joining Holder acknowledges and represents that (a) it has received, reviewed, and had adequate opportunity to review a complete copy of the RSA and all exhibits, schedules, annexes, and attachments thereto, including the Restructuring Term Sheet attached as Exhibit A to the RSA, (b) it has had a reasonable opportunity to ask questions of, and receive answers from, the Company, its advisors, and such other Persons as it has deemed appropriate regarding the Restructuring Transactions, the RSA, the Definitive Documents, the business, financial condition, results of operations, and prospects of the Company, and all other matters it considers relevant to the decision to execute and deliver this Joinder Agreement, and (c) it is entering into this Joinder Agreement and agreeing to become bound by the RSA based upon its own independent investigation, due diligence, and analysis, and the advice of its own legal, financial, tax, and other advisors, and is not relying upon any representation, warranty, inducement, promise, or other statement of fact or opinion of the Company, the Sponsor, any other Consenting Stakeholder, or any of their respective officers, directors, managers, employees, agents, advisors, or representatives, except as expressly set forth in the RSA. The Joining Holder further acknowledges that no Person has been authorized to make any representation or warranty on behalf of any of the foregoing Persons in connection with this Joinder Agreement or the Restructuring Transactions except as expressly set forth in the RSA.
SECTION 3 — AGREEMENTS AND COVENANTS OF THE JOINING HOLDER
3.1 Support Obligations. The Joining Holder hereby agrees, for so long as the RSA remains in effect and has not been validly terminated in accordance with its terms, to support the Restructuring Transactions on the terms and conditions set forth in the RSA, including without limitation the following:
(a) Voting and Consent. The Joining Holder shall timely vote in favor of, and consent to, the exchange of its Mezzanine Notes pursuant to the Exchange Agreement and the related Consent Solicitation, in each case in accordance with the terms and conditions of the RSA and the Restructuring Term Sheet, and shall not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote or consent;
(b) Delivery for Cancellation. The Joining Holder shall, at the time and in the manner specified in the Exchange Agreement and the RSA, deliver (or cause to be delivered through the applicable clearing systems, including The Depository Trust Company) its Mezzanine Notes for cancellation in exchange for the Joining Holder's pro rata share of (i) the Series A Preferred Equity of the reorganized Company, with an aggregate liquidation preference of $35.0 million and bearing payment-in-kind dividends at a rate of 10.00% per annum, and (ii) the allocation to Consenting Mezzanine Holders of 47.5% of the pro forma common equity of the reorganized Company, in each case as determined in accordance with the distribution mechanics set forth in the RSA and the Restructuring Term Sheet;
(c) Waiver of Accrued PIK Interest. The Joining Holder shall, in connection with the exchange described in clause (b) above, waive its pro rata share of the $8.1 million in accrued and unpaid payment-in-kind interest on the Mezzanine Notes, such waiver being an integral component of the exchange consideration agreed upon among the parties to the RSA;
(d) Exit Consent Amendments. The Joining Holder shall execute, deliver, and consent to the exit consent amendments to the Mezzanine Indenture, which shall be implemented through a Supplemental Indenture to be entered into by the Company, as Issuer, and Continental Fiduciary Trust Company, as Mezzanine Trustee, in form and substance consistent with the RSA and reasonably acceptable to the Required Consenting Mezzanine Holders, which Supplemental Indenture shall, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Mezzanine Indenture with respect to any Mezzanine Notes that remain outstanding following the consummation of the Exchange; and
(e) Execution of Definitive Documents. The Joining Holder shall negotiate in good faith and, at the appropriate time, execute, deliver, and perform under the Exchange Agreement, the Stockholders' Agreement, the Registration Rights Agreement, and such other Definitive Documents (as defined in the RSA) as may be required to be executed by a Consenting Mezzanine Holder in connection with the Restructuring Transactions, in each case in form and substance consistent with the RSA and the Restructuring Term Sheet and otherwise reasonably acceptable to the Company, the Sponsor, and the Required Consenting Mezzanine Holders.
3.2 Transfer Restrictions. The Joining Holder agrees to be bound by, and to comply in all respects with, the transfer restrictions set forth in Section 8 of the RSA, including without limitation the requirement that any transfer, sale, assignment, pledge, hypothecation, or other disposition (each, a "Transfer") of all or any portion of the Joining Holder's Mezzanine Holdings during the term of the RSA shall be made only to a transferee (a "Permitted Transferee") that has first executed and delivered to the Company a joinder agreement substantially in the form of this Joinder Agreement (or as otherwise provided in Section 8 of the RSA), and any purported Transfer that does not comply with Section 8 of the RSA shall be null and void ab initio and of no force or effect. Notwithstanding the foregoing, any Transfer to an affiliate or related fund of the Joining Holder that is managed or advised by the same investment advisor or manager as the Joining Holder shall be permitted; provided that such affiliate or related fund executes and delivers a joinder agreement substantially in the form hereof prior to or concurrently with such Transfer.
3.3 Forbearance. The Joining Holder agrees that, for so long as the RSA remains in effect and has not been validly terminated in accordance with its terms, it shall forbear from, and shall not directly or indirectly take any action to, exercise, direct, encourage, or instruct the Mezzanine Trustee or any other Person to exercise, any right or remedy (whether contractual, statutory, at law, in equity, or otherwise) under the Mezzanine Indenture, the Mezzanine Notes, or applicable law with respect to any existing or future default or event of default (howsoever arising), including without limitation (a) any acceleration of the maturity of the Mezzanine Notes, (b) the institution, prosecution, or joinder in any action or proceeding against the Company or any of its subsidiaries, (c) the exercise of any right to set-off, net, collect, recoup, or apply any amount against the Company or any of its subsidiaries, or (d) the taking of any other enforcement action, in each case consistent with and subject to the forbearance provisions set forth in Section 5 of the RSA. Nothing in this Section 3.3 shall be construed to limit or impair the Joining Holder's right to terminate its obligations under the RSA in accordance with the termination provisions set forth in Section 7 of the RSA.
SECTION 4 — MISCELLANEOUS PROVISIONS
4.1 Governing Law. This Joinder Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflict-of-laws principles that would require or permit the application of the laws of any other jurisdiction. The parties acknowledge that the RSA is likewise governed by the laws of the State of New York.
4.2 Jurisdiction and Venue. The Joining Holder hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, City of New York, for any action, suit, or proceeding arising out of or relating to this Joinder Agreement, the RSA, or the Restructuring Transactions, and agrees not to commence any action, suit, or proceeding relating thereto except in such courts. The Joining Holder hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit, or proceeding may be served on the Joining Holder in any manner permitted by applicable law, including service of process by mail to the address set forth on the Joining Holder's signature page hereto.
4.3 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given pursuant to this Joinder Agreement shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier service (with tracking capability), or sent by electronic mail (with confirmation of receipt), and shall be addressed as follows:
(a) If to the Joining Holder, to the address and email address set forth on the Joining Holder's signature page hereto.
(b) If to the Company:
Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201
Attention: Howard Kessler, General Counsel
Email: hkessler@stonefieldlogistics.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Nathaniel Bower
Email: nbower@calderwoodharkness.com
(c) If to the Sponsor:
Ridgeline Capital Management III LLC 300 Park Avenue, 28th Floor New York, NY 10022
Attention: Julian Voight
Email: jvoight@ridgelinecap.com
(d) If to counsel for the Ad Hoc Group of Mezzanine Holders:
Thornbury McCaffrey LLP 375 Park Avenue, 25th Floor New York, NY 10152
Attention: Alan Driscoll
Email: adriscoll@thornburymccaffrey.com
4.4 Counterparts; Electronic Execution. This Joinder Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by electronic means, including by facsimile, portable document format (.pdf), Brightwater Software, or other electronic signature platform that complies with the U.S. federal ESIGN Act, the New York State Electronic Signatures and Records Act, or other applicable law, shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.
4.5 Amendments. This Joinder Agreement may not be amended, restated, supplemented, modified, or waived except in accordance with the amendment and modification provisions set forth in Section 10 of the RSA. For the avoidance of doubt, any amendment, modification, or waiver of the RSA that is effected in accordance with its terms shall be binding upon the Joining Holder to the same extent as if the Joining Holder were an original signatory to the RSA.
4.6 Headings. The section and subsection headings contained in this Joinder Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of any provision of this Joinder Agreement.
4.7 Severability. If any term, provision, covenant, or restriction of this Joinder Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Joinder Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term, provision, covenant, or restriction is invalid, void, or unenforceable, the parties shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
4.8 Effectiveness. This Joinder Agreement shall become effective upon the satisfaction of both of the following conditions: (i) execution and delivery of this Joinder Agreement by the Joining Holder to the Company, and (ii) acknowledgment of this Joinder Agreement by the Company (on behalf of itself and the other parties to the RSA) as evidenced by the execution of the acknowledgment set forth on the Company's signature page hereto. Upon becoming effective, this Joinder Agreement shall remain in full force and effect for so long as the RSA remains in effect, subject in all respects to the termination provisions set forth in Section 7 of the RSA. Upon any termination of the RSA in accordance with its terms, this Joinder Agreement shall automatically terminate and be of no further force or effect, except that the provisions of Sections 4.1, 4.2, and 4.7 hereof (and any corresponding provisions of the RSA that survive termination) shall survive such termination.
[Signature Pages Follow]
SIGNATURE PAGE TO JOINDER AGREEMENT
JOINING HOLDER
IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder Agreement as of the date first set forth above.
[NAME OF JOINING HOLDER]
By: ________
Name:
Title:
Date: [●], 2023
Address for Notices:
________________________________________
________________________________________
________________________________________
Email: ________
Principal Amount of Mezzanine Notes Held (CUSIP: 861537 AA 2):
$________
Note: The Joining Holder must specify the aggregate principal amount of Mezzanine Notes (CUSIP: 861537 AA 2) beneficially owned by, or over which the Joining Holder exercises sole investment discretion, as of the date of this Joinder Agreement. During the Joinder Period (July 3, 2023 through July 21, 2023), an additional $12.5 million in aggregate principal amount of Mezzanine Notes joined the RSA through the execution of joinder agreements in substantially this form, bringing total consenting Mezzanine Note holdings to $134.5 million of the $140.0 million outstanding (approximately 96.1%).
SIGNATURE PAGE TO JOINDER AGREEMENT
ACKNOWLEDGMENT BY THE COMPANY
The undersigned hereby acknowledges and accepts this Joinder Agreement on behalf of Stonefield Logistics Group Inc. and, for purposes of Section 4.8 hereof, on behalf of the other parties to the RSA.
ACKNOWLEDGED AND ACCEPTED:
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Marcus Delano
Title: Chief Executive Officer
Date: [●], 2023
or
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Howard Kessler
Title: General Counsel and Secretary
Date: [●], 2023
EXHIBIT A
FORM OF NOTICE OF JOINDER
(To be delivered to all parties to the RSA upon execution of a Joinder Agreement)
[Date]
Re: Notice of Joinder to Restructuring Support Agreement dated as of June 30, 2023 — Stonefield Logistics Group Inc.
Ladies and Gentlemen:
Reference is hereby made to the Restructuring Support Agreement, dated as of June 30, 2023 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "RSA"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Company"), Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership (the "Sponsor"), and the Consenting Stakeholders party thereto. Capitalized terms used but not otherwise defined in this Notice shall have the respective meanings ascribed to such terms in the RSA.
This Notice is delivered pursuant to Section 9 of the RSA to confirm that [Name of Joining Holder] (the "Joining Holder") has executed and delivered a Joinder Agreement to the RSA, dated as of [●], 2023 (the "Joinder Agreement"), and has thereby become a Consenting Mezzanine Holder under and party to the RSA, effective as of the date on which the Company acknowledged and accepted the Joinder Agreement.
As of the date of the Joinder Agreement, the Joining Holder beneficially owns, or exercises sole investment discretion with respect to, $[●] in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2) issued pursuant to the Mezzanine Indenture.
A copy of the executed Joinder Agreement is attached hereto.
Please direct any questions regarding this Notice or the Joinder Agreement to the undersigned at the address and contact information set forth below.
Very truly yours,
[NAME OF JOINING HOLDER]
By: ________
Name:
Title:
Address:
Email:
cc (by email and overnight courier):
Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201
Attention: Howard Kessler, General Counsel
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Nathaniel Bower
Ridgeline Capital Management III LLC 300 Park Avenue, 28th Floor New York, NY 10022
Attention: Julian Voight
Thornbury McCaffrey LLP 375 Park Avenue, 25th Floor New York, NY 10152
Attention: Alan Driscoll
Meridian Veltrian Partners LLC 660 Fifth Avenue, 18th Floor New York, NY 10103
Pinnacle National Bank, N.A. (as First Lien Agent) 200 Liberty Street New York, NY 10281
Attention: Daniel Wexford
Westlake Harden & Cole LLP 787 Seventh Avenue, 34th Floor New York, NY 10019
Attention: Ramona Quelibo

FORM OF JOINDER AGREEMENT

RECITALS

WHEREAS:

SIGNATURE PAGE TO JOINDER AGREEMENT

JOINING HOLDER

SIGNATURE PAGE TO JOINDER AGREEMENT

ACKNOWLEDGMENT BY THE COMPANY

ACKNOWLEDGED AND ACCEPTED:

STONEFIELD LOGISTICS GROUP INC.

STONEFIELD LOGISTICS GROUP INC.

EXHIBIT A

FORM OF NOTICE OF JOINDER

Record

Parties

Dates

Amounts