Contract analysis

I. Executive Summary On May 3, 2024, the 134th Judicial District Court of Dallas County, Texas (Hon. Lorraine Whitaker presiding) entered a default judgment in favor of Stonefield Logistics Group Inc. ("SLG" or "Stonefield") against Ridgeline Freight Carriers LLC ("Ridgeline") and Gerald "Gerry" Brashear (collectively, the "Judgment Debtors"), jointly and severally, in the total amount of $2,545,188.60. The judgment

1. File abstracts of judgment in Dallas County, Texas and Oklahoma County, Oklahoma to create judgment liens on any real property owned by either Judgment Debtor in those jurisdictions;

2. Domesticate the Texas judgment in Oklahoma under the Uniform Enforcement of Foreign Judgments Act to enable the full range of Oklahoma enforcement remedies against Brashear and Ridgeline;

3. Commence post-judgment discovery against both Judgment Debtors, including written interrogatories, document requests, and an oral deposition of Brashear;

4. Retain a forensic accounting firm (specifically, Capstone Forensic Accounting LLC) for comprehensive asset tracing, including investigation of any voidable transfers;

5. Evaluate surety bond coverage under Ridgeline's BMC-84 bond (which, as discussed below, is inapplicable to the contract damages at issue); and

6. Comply with Patriot National Bank notification requirements under SLG's senior secured credit facility.

II. Background A. The Judgment On May 3, 2024, the 134th Judicial District Court of Dallas County, Texas (Hon. Lorraine Whitaker presiding) entered a default judgment in Cause No. DC-24-01847, styled Stonefield Logistics Group Inc. v. Ridgeline Freight Carriers LLC and Gerald Brashear. The judgment imposes joint and several liability on both defendants for the total sum of $2,545,188.60, consisting of the following c

1. Ridgeline Freight Carriers LLC. Ridgeline Freight Carriers LLC is an Oklahoma limited liability company formed in 2017 and foreign-qualified to transact business in Texas. Its principal office is located at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159. In Texas, Ridgeline designated Lone Star Registered Agents LLC (811 Congress Avenue, Suite 400, Austin, TX 78701) as its registered agent, although tha

2. Gerald "Gerry" Brashear. Gerald "Gerry" Brashear is the managing member and sole owner of Ridgeline. He resides at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Prior to founding Ridgeline in 2017, Brashear served as an operations manager at Heartland Motor Lines Inc., a mid-size regional carrier based in Oklahoma City. He is believed to be approximately 54 years of age. Brashear is a co-defendant and co-Judgmen

III. Recommended Collection Strategy — Step-by-Step The following sections outline, in priority order, the specific collection steps we recommend. Each step is discussed with reference to the applicable legal authority, practical considerations, estimated costs, and timeline. A. Filing Abstracts of Judgment The filing of abstracts of judgment is the most immediate and cost-effective step to secure SLG's position as a

1. Dallas County, Texas. We recommend filing an abstract of judgment in the real property records of Dallas County, Texas, immediately. Under Texas Property Code § 52.001 et seq., an abstract of judgment, when properly recorded with the county clerk, creates a lien on all non-exempt real property owned by the judgment debtor in that county. The lien relates back to the date and time of recording and continues for ten

2. Oklahoma County, Oklahoma. We further recommend filing an abstract of judgment (consisting of a certified copy of the Texas judgment, together with the required supporting documentation) in the office of the County Clerk of Oklahoma County, Oklahoma. This filing is critical because Oklahoma County encompasses both Oklahoma City — where Ridgeline's principal office is located at 7820 South Meridian Avenue — and Edm

3. Additional Counties. Pending the results of post-judgment discovery and the Capstone asset tracing engagement discussed below, we will file abstracts of judgment in any other county — in Texas, Oklahoma, or any other state — where the Judgment Debtors are found to hold real property. The cost of each additional filing is minimal, and the protective value is significant. B. Domestication of Texas Judgment in Oklaho

1. Scope and Objectives. The overarching objective of post-judgment discovery is to identify all assets of both Ridgeline and Brashear that may be subject to execution, garnishment, or other collection remedies. Specifically, we seek to identify and obtain information regarding: • Real property owned by either Judgment Debtor, including legal descriptions, current fair market values, outstanding mortgages and liens,

2. Instruments to Serve. We recommend serving the following post-judgment discovery instruments: Post-Judgment Interrogatories to Gerald Brashear (individually and in his capacity as managing member of Ridgeline Freight Carriers LLC): We will prepare a comprehensive set of interrogatories requiring Brashear to identify, under oath, all of his personal assets and all remaining assets of Ridgeline. The interrogatories

3. Timeline. We recommend serving all post-judgment discovery on Brashear — both individually and in his capacity as managing member of Ridgeline — by early June 2024. Service should be made at Brashear's residence (2314 Quail Creek Drive, Edmond, OK 73034) and at Ridgeline's principal office (7820 South Meridian Avenue, Oklahoma City, OK 73159), to the extent the principal office remains a viable address. Under the

1. Identified / Suspected Properties. Based on our preliminary investigation and information gathered during the contractual relationship, we have identified two properties that Brashear may own: Brashear Residence — 2314 Quail Creek Drive, Edmond, OK 73034 (Oklahoma County). This is the property at which Brashear was personally served in the underlying litigation and is believed to be his primary residence. Edmond i

2. Execution Process (Oklahoma). After the Texas judgment is domesticated in Oklahoma under the UEFJA, SLG will be able to obtain a writ of execution from the Oklahoma County District Court pursuant to 12 O.S. § 735. The writ of execution directs the county sheriff to levy upon and sell the judgment debtor's non-exempt property to satisfy the judgment. For non-homestead real property, the execution process proceeds a

1. Ridgeline Rolling Stock and Equipment. At peak operations, Ridgeline maintained a fleet of 38 Class 8 tractors and 52 dry van trailers, representing a significant capital investment. The current disposition of this fleet is one of the central unknowns in the collection analysis. When Ridgeline ceased operations on or about December 8, 2023, its fleet may have been subject to range outcomes: • Repossession by secur

2. Bank Accounts and Receivables. Garnishment of bank accounts is often the most efficient method of post-judgment collection. If we can identify bank accounts held by either Ridgeline or Brashear, we can serve garnishment writs on the depository institutions to freeze and collect the funds on deposit. In Texas, post-judgment garnishment is authorized by Texas Civil Practice and Remedies Code § 63.001 et seq. A writ

3. Other Business Interests of Brashear. Post-judgment interrogatories will specifically inquire whether Brashear holds ownership interests in any business entities other than Ridgeline, including membership interests in LLCs, limited partnership interests, general partnership interests, stock in closely held corporations, or beneficial interests in trusts. Given Brashear's background in the transportation industry a

4. Vehicles and Personal Property. Brashear's personally owned vehicles and other non-exempt personal property are subject to seizure under a writ of execution, subject to Oklahoma's personal property exemptions. Under 31 O.S. § 1, Oklahoma exempts from execution certain categories of personal property, including (among other items) wearing apparel, furniture and household goods, books and portraits, food provisions,

IV. Personal Guaranty Analysis A critical foundation of the collection strategy is the personal guaranty executed by Gerald Brashear under Section 14.5 of the DFSA. The guaranty provides SLG with direct recourse against Brashear's personal assets, independent of and in addition to any recovery from Ridgeline's assets. The key characteristics of the guaranty are as follows: • Guaranty scope: Brashear unconditionally g

V. Notification Requirements — Patriot National Bank Stonefield's senior secured credit facility is with Patriot National Bank, and SLG's obligations under the credit agreement include certain notification and reporting requirements that may be implicated by the judgment and any subsequent collection recoveries. Lender Information: Patriot National Bank William Sorrento, Senior Vice President, Commercial Lending 1700

VI. Crestpoint Industrial Partners — Reporting Considerations Stonefield Logistics Group Inc. is a portfolio company of Crestpoint Industrial Partners Fund III, LP, a private equity fund managed by Crestpoint Industrial Capital LLC. Crestpoint acquired SLG in 2019 for approximately $310 million. Sponsor Information: Crestpoint Industrial Partners Fund III, LP General Partner: Crestpoint Industrial Capital LLC Rebecca

VII. Potential Risks and Contingencies No collection effort is without risk. The following sections identify the principal risks and contingencies that may affect the outcome of SLG's collection efforts, together with our assessment of each. A. Brashear Bankruptcy Filing The most significant risk to SLG's collection efforts is the possibility that Gerald Brashear files for personal bankruptcy. If Brashear files a vol

VIII. Budget and Timeline Estimate A. Estimated Costs for Collection Phase The following table provides our estimate of the co