Contract analysis

I. Purpose and Scope of Memorandum The purpose of this memorandum is to summarize the results of pre-closing Uniform Commercial Code ("UCC") lien searches conducted in connection with the proposed $120,000,000 mezzanine term loan (the "Mezzanine Facility") from Ridgeline Mezzanine Capital Fund III, LP ("Ridgeline" or the "Mezzanine Lender") to Stonefield Logistics Group Inc. ("Stonefield" or the "Borrower"). This mem

II. Entities Searched The following table sets forth each debtor entity for which UCC lien searches were conducted, including the entity type, jurisdiction of organization, employer identification number ("EIN"), and the filing jurisdiction(s) in which searches were performed: Under Section 9-301(1) of the Uniform Commercial Code, as adopted in each applicable jurisdiction, the law of the jurisdiction in which a debt

III. Summary of Search Results A. Overview The UCC lien searches revealed existing UCC-1 financing statements filed by Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, for each of the Borrower and the subsidiary guarantors — Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc. These filings were expected and a

1. Stonefield Logistics Group Inc. (Delaware Secretary of State) A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Stonefield Logistics Group Inc." returned one active UCC-1 financing statement. No other filings — whether UCC-1 financing statements, federal tax liens, state tax liens, or judgment liens — were identified against this debtor

2. Cascade Ridge SLG Holdings, LLC (Delaware Secretary of State) A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Cascade Ridge SLG Holdings, LLC" returned no results. No UCC-1 financing statements, federal tax liens, state tax liens, or judgment liens were identified against this debtor. This result is consistent with our expectation. Th

3. Stonefield Intermodal Services, Inc. (Texas Secretary of State) A search of the records of the Texas Secretary of State, UCC Section, using the debtor name "Stonefield Intermodal Services, Inc." returned one active UCC-1 financing statement. No other filings were identified against this debtor. Filing 1: File Number: 19-0043287651 Date Filed: November 15, 2019 Secured Party: Whitmore National Bank, N.A., as Collat

4. Stonefield Fleet Management, LLC (Texas Secretary of State) A search of the records of the Texas Secretary of State, UCC Section, using the debtor name "Stonefield Fleet Management, LLC" returned one active UCC-1 financing statement. No other filings were identified against this debtor. Filing 1: File Number: 19-0043287709 Date Filed: November 15, 2019 Secured Party: Whitmore National Bank, N.A., as Collateral Age

5. Stonefield Freight Brokerage, Inc. (Delaware Secretary of State) A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Stonefield Freight Brokerage, Inc." returned one active UCC-1 financing statement. No other filings were identified against this debtor. Filing 1: File Number: 2019-7834598 Date Filed: November 15, 2019 Secured Party: Whitm

IV. Consolidated Summary Table The following table provides a consolidated view of all UCC filings identified across all debtors and jurisdictions. This summary is intended to facilitate a quick reference for the deal team and for inclusion in closing documentation as appropriate. As reflected in the table above, four active UCC-1 financing statements were identified, all of which are held by Whitmore National Bank,

V. Analysis and Observations A. Consistency with Senior Credit Facility All identified UCC filings are fully consistent with the Senior Credit Facility, which is governed by the Amended and Restated Credit Agreement, dated as of April 7, 2022, among Stonefield Logistics Group Inc. as Borrower, the subsidiary guarantors, Whitmore National Bank, N.A. as Administrative Agent and Collateral Agent, and the senior lender s

VI. Recommendations Based on the foregoing analysis of the UCC lien search results, we make the following recommendations to the deal team. A. Proceed with Mezzanine UCC-1 Filings The search results confirm a clean lien environment with no competing or unexpected filings. Accordingly, we recommend proceeding with the preparation and filing of the following UCC-1 financing statements at or immediately prior to closing

1. Delaware Secretary of State — Stonefield Logistics Group Inc. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Stonefield Logistics Group Inc. as debtor, covering a second-priority security interest in substantially all assets of the debtor, as described in the Mezzanine Security Agreement.

2. Delaware Secretary of State — Cascade Ridge SLG Holdings, LLC. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Cascade Ridge SLG Holdings, LLC as debtor, covering a first-priority pledge of 100% of the equity interests in Stonefield Logistics Group Inc. held by the debtor, as described in the Parent Equity Pledge Agreement.

3. Delaware Secretary of State — Stonefield Freight Brokerage, Inc. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Stonefield Freight Brokerage, Inc. as debtor, covering a second-priority security interest in substantially all assets of the debtor, as described in the Mezzanine Security Agreement.

4. Texas Secretary of State — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC. Filing of UCC-1 financing statements naming Ridgeline Mezzanine Capital Fund III, LP as secured party and each of Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC as debtor, covering a second-priority security interest in substantially all assets of the respective Texas subsidiary guaranto

VII. Attachments The following exhibits are attached to this memorandum and are incorporated herein by reference: Exhibit A: Copies of UCC search reports from the Delaware Secretary of State for each of Stonefield Logistics Group Inc., Cascade Ridge SLG Holdings, LLC, and Stonefield Freight Brokerage, Inc. (search reports dated September 9–11, 2023, prepared by Penrose Software). Exhibit B: Copies of UCC search repor