Contract analysis

1. Relationship to Delaware Filings A companion UCC-1 financing statement has been filed simultaneously with the Delaware Secretary of State, Division of Corporations, on September 29, 2023, naming Stonefield Logistics Group Inc. (a Delaware corporation, EIN 84-2917563) as debtor and Ridgeline Mezzanine Capital Fund III, LP as secured party, also covering a second-priority security interest in substantially all asset

2. Texas Filing Rationale Stonefield Intermodal Services, Inc. (a Texas corporation) and Stonefield Fleet Management, LLC (a Texas limited liability company) are each organized under the laws of the State of Texas pursuant to the Texas Business Organizations Code. Under Article 9 of the Uniform Commercial Code as adopted in Texas (Texas Business & Commerce Code, Chapter 9), the law of the jurisdiction in which a debt

3. Existing Senior Lien Filings Pre-closing lien searches were conducted by Calderwood & Harkness LLP through its authorized search agent, National Filing Services, Inc., against both Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC with the Texas Secretary of State. The search results, dated September 22, 2023 (seven days prior to funding), confirmed the existence of the following UCC-1 fili

4. Underlying Transaction Summary The filings documented herein are made in connection with the following mezzanine financing transaction: Facility: $120,000,000 Mezzanine Credit Agreement (the "Mezzanine Credit Agreement"), dated as of September 14, 2023, among Stonefield Logistics Group Inc., a Delaware corporation, as Borrower, Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, as Mezzanine

5. USDOT Cross-Reference Stonefield Logistics Group Inc. (the parent entity and Borrower under the Mezzanine Credit Agreement) holds USDOT No. 2847391. This USDOT number is provided for cross-reference to motor carrier filings, equipment identification, and regulatory compliance records maintained by the Federal Motor Carrier Safety Administration. Certain equipment described in the Collateral (including trucks, trac

6. Continuation Filing Reminder — Critical Calendar Entry Pursuant to Texas Business & Commerce Code § 9.515, a filed financing statement is effective for a period of five (5) years after the date of filing. A continuation statement may be filed only within six (6) months before the expiration of the five-year period. Failure to file a timely continuation statement will result in the lapse of the financing statement