Contract analysis

1. Underlying Transaction This UCC-1 Financing Statement is filed in connection with a $120,000,000 mezzanine term loan extended by Ridgeline Mezzanine Capital Fund III, LP (the "Mezzanine Lender") to Stonefield Logistics Group Inc. (the "Borrower") pursuant to the Mezzanine Credit Agreement dated as of September 14, 2023. The mezzanine term loan bears interest at a blended rate of 1,100 basis points, comprised of 85

2. Lien Priority This UCC-1 filing perfects a second-priority security interest in substantially all assets of Stonefield Logistics Group Inc. The security interest created under the Mezzanine Pledge and Security Agreement dated September 14, 2023 is expressly subordinate and junior to the first-priority security interest of Whitmore National Bank, N.A., as Collateral Agent, granted in connection with the Amended and

3. Existing Senior UCC Filings The following existing UCC-1 financing statements have been identified through the pre-closing lien search conducted by Calderwood & Harkness LLP and confirmed by the UCC Lien Search Memorandum dated September 12, 2023: The Mezzanine Lender's second-priority security interest, as perfected by this UCC-1 filing and the companion Texas filings, is expressly subordinated to the security in

4. Companion Filings In addition to this Delaware UCC-1 filing, the following companion UCC-1 Financing Statements were filed on September 29, 2023 to perfect the Mezzanine Lender's second-priority security interest in the assets of the subsidiary guarantors organized in Texas: Texas Secretary of State — UCC-1 Financing Statement • Debtors: (i) Stonefield Intermodal Services, Inc. (Texas corporation, EIN 84-5712938)

5. Note on Parent Equity Pledge The pledge of 100% of the equity interests in Stonefield Logistics Group Inc. by Cascade Ridge SLG Holdings, LLC (the parent holding company) in favor of Ridgeline Mezzanine Capital Fund III, LP constitutes a first-priority pledge that is not shared with the senior secured facility. This parent equity pledge is perfected separately and is not covered by this UCC-1 filing. Cascade Ridge

6. Continuation Filing Requirement This UCC-1 Financing Statement is effective for a period of five (5) years from the filing date, expiring on September 29, 2028. Pursuant to Section 9-515 of the Delaware UCC, a continuation statement (Form UCC3) must be filed within the six-month period prior to the lapse date (i.e., between March 29, 2028 and September 29, 2028) in order to maintain the effectiveness of this finan