UCC FINANCING STATEMENT

(FORM UCC1)

TEXAS SECRETARY OF STATE AUSTIN, TEXAS

Filing Date: September 29, 2023

CONFIDENTIAL — PREPARED BY COUNSEL TO THE SECURED PARTY

Document Type: UCC Financing Statement (Form UCC1) — Texas

Filing Office: Office of the Texas Secretary of State, Statutory Filings Division, P.O. Box 13697, Austin, Texas 78711-3697

Filing Date: September 29, 2023

Priority Status: Second-priority security interest, subordinate and junior in all respects to the existing first-priority liens and security interests of Whitmore National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Senior Secured Parties, under the Amended and Restated Credit Agreement dated as of April 7, 2022, as amended, restated, supplemented, or otherwise modified from time to time.

Prepared by / Return to:

Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022

Attention: Daniel Obi, Associate

Telephone: (212) 558-4000

Email: d.obi@calderwoodharkness.com

Matter No.: 1012-00001

NOTE: This filing package encompasses two (2) separate UCC-1 Financing Statements, one for each Texas-organized subsidiary guarantor/debtor. Both financing statements are filed simultaneously on September 29, 2023, and share the same secured party. The two filings are set forth sequentially below as Filing No. 1 and Filing No. 2.

FILING NO. 1

UCC FINANCING STATEMENT

(FORM UCC1)

Debtor: Stonefield Intermodal Services, Inc. Secured Party: Ridgeline Mezzanine Capital Fund III, LP

SECTION 1: DEBTOR INFORMATION (Box 1)

1a. Organization's Name:

Stonefield Intermodal Services, Inc.

1b. Employer Identification Number / Tax ID:

75-6849321

1c. Mailing Address:

4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107 United States

1d. Jurisdiction of Organization:

Texas

1e. Entity Type:

Corporation (Texas corporation, organized under the Texas Business Organizations Code)

1f. Organizational ID Number (Texas Secretary of State File Number):

To be inserted upon filing confirmation from the Texas Secretary of State.

SECTION 2: ADDITIONAL DEBTOR (Box 2)

Not applicable. No additional debtor is named in this financing statement. Stonefield Fleet Management, LLC is covered in a separate, simultaneously filed financing statement (Filing No. 2, below).

SECTION 3: SECURED PARTY INFORMATION (Box 3)

3a. Organization's Name:

Ridgeline Mezzanine Capital Fund III, LP

3b. Mailing Address:

767 Lexington Avenue, 22nd Floor New York, New York 10065 United States

3c. Entity Type:

Limited Partnership (organized under the laws of the State of Delaware)

3d. General Partner:

Ridgeline Capital Management, LLC, a Delaware limited liability company

3e. Contact Person for Secured Party:

Katherine M. Stroud, Managing Director Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065

SECTION 4: COLLATERAL DESCRIPTION (Box 4)

The security interest of the Secured Party extends to the following collateral (the "Collateral"), all of which is described more fully in the Mezzanine Pledge and Security Agreement referenced below:

All assets of the Debtor, whether now owned or hereafter acquired, and wherever located, including without limitation all right, title, and interest of the Debtor in, to, and under each of the following, whether now existing or hereafter arising or created:

(a) All accounts and accounts receivable, including, without limitation, all rights to payment arising out of the sale, lease, license, or other disposition of property or the rendering of services by the Debtor, whether or not earned by performance;

(b) All chattel paper, whether tangible or electronic, including, without limitation, all records that evidence both a monetary obligation and a security interest in or a lease of specific goods;

(c) All deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained by the Debtor with any bank, savings and loan association, credit union, or other depository institution;

(d) All documents, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and any other document that in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers;

(e) All equipment, including, without limitation, all vehicles, rolling stock, trailers, containers, chassis, intermodal equipment, and all related parts, accessories, accessions, attachments, additions, replacements, and substitutions thereto and therefor, and all tools, machinery, furniture, furnishings, fixtures, and other tangible personal property (other than inventory) used or acquired for use in the Debtor's business operations;

(f) All fixtures, including, without limitation, all goods that have become so related to particular real property that an interest in them arises under real property law;

(g) All general intangibles, including, without limitation, all payment intangibles, software, customer lists, route lists, licenses, permits, franchises, tax refund claims, rights under contracts, and all other intangible personal property of the Debtor of every kind and nature (other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals);

(h) All goods, including, without limitation, all inventory and equipment, and all embedded software to the extent it is contained in any goods;

(i) All instruments, including, without limitation, all negotiable instruments, promissory notes, drafts, and certificates of deposit;

(j) All intellectual property, including, without limitation, all trademarks, service marks, trade names, trademark registrations, trademark applications, copyrights, copyright registrations, copyright applications, patents, patent applications, patent licenses, trade secrets, proprietary information, know-how, technology, processes, and all licenses and rights in respect of any of the foregoing, together with all goodwill of the business associated therewith and symbolized thereby;

(k) All inventory, including, without limitation, all goods held by the Debtor for sale or lease or to be furnished under contracts of service, all raw materials, work in process, finished goods, supplies, and packaging and shipping materials used or consumed in the Debtor's business;

(l) All investment property, including, without limitation, all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, commodity accounts, and all financial assets held in any securities account or commodity account;

(m) All letter-of-credit rights, including, without limitation, all rights to payment and performance under any letter of credit;

(n) All money, whether in the form of cash, currency, or funds credited to a deposit account or similar account;

(o) All commercial tort claims as identified in writing by the Debtor to the Secured Party from time to time in accordance with the terms of the Mezzanine Pledge and Security Agreement;

(p) All supporting obligations, including, without limitation, all letters of credit, guarantees, suretyship agreements, and other secondary obligations that support the payment or performance of any of the foregoing;

(q) All products and proceeds of each of the foregoing, including, without limitation, all insurance proceeds, all claims against third parties for loss of, damage to, or destruction of any of the foregoing, and all rents, profits, and revenues derived from or in connection with any of the foregoing; and

(r) All books and records relating to any of the foregoing, including, without limitation, all ledgers, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or the realization thereupon.

PRIORITY NOTATION:

This financing statement evidences a second-priority security interest in the Collateral described above, which is subordinate and junior in all respects to the first-priority security interest and lien of Whitmore National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Senior Secured Parties under the Amended and Restated Credit Agreement dated as of April 7, 2022, as evidenced by existing UCC-1 financing statements on file with the Texas Secretary of State. The relative priorities between the first-priority and second-priority security interests are governed by the Intercreditor Agreement dated September 14, 2023, referenced below.

CROSS-REFERENCE TO SECURITY AGREEMENT:

This financing statement is filed in connection with, and to perfect the security interest granted pursuant to, the Mezzanine Pledge and Security Agreement, dated as of September 14, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation, as Borrower, the subsidiary guarantors party thereto (including the Debtor named herein), and Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, as Mezzanine Lender and Secured Party. The security interest evidenced by this financing statement is further subject to the terms and conditions of the Intercreditor Agreement, dated as of September 14, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Whitmore National Bank, N.A., as Senior Agent and Collateral Agent for the Senior Secured Parties, Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and acknowledged and agreed by Stonefield Logistics Group Inc. and each of the subsidiary guarantors party thereto.

SECTION 5: FILING OFFICE COPY AND ADDITIONAL INFORMATION

5a. Acknowledgment Copy:

Send Acknowledgment Copy of filed financing statement to:

Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022

Attention: Daniel Obi, Associate

5b. Alternative Designation:

Not applicable.

5c. Type of Collateral Covered:

This financing statement does not cover timber to be cut, as-extracted collateral, or manufactured homes. None of the special collateral type check-boxes apply to this filing.

5d. Optional Filer Reference Data:

Calderwood & Harkness LLP Matter No.: 1012-00001 Billing Code: 231892.SLG

FILING NO. 2

UCC FINANCING STATEMENT

(FORM UCC1)

Debtor: Stonefield Fleet Management, LLC Secured Party: Ridgeline Mezzanine Capital Fund III, LP

SECTION 1: DEBTOR INFORMATION (Box 1)

1a. Organization's Name:

Stonefield Fleet Management, LLC

1b. Employer Identification Number / Tax ID:

75-6912488

1c. Mailing Address:

4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107 United States

1d. Jurisdiction of Organization:

Texas

1e. Entity Type:

Limited Liability Company (Texas LLC, organized under the Texas Business Organizations Code)

1f. Organizational ID Number (Texas Secretary of State File Number):

To be inserted upon filing confirmation from the Texas Secretary of State.

SECTION 2: ADDITIONAL DEBTOR (Box 2)

Not applicable. No additional debtor is named in this financing statement. This filing covers only Stonefield Fleet Management, LLC as the sole Debtor.

SECTION 3: SECURED PARTY INFORMATION (Box 3)

3a. Organization's Name:

Ridgeline Mezzanine Capital Fund III, LP

3b. Mailing Address:

767 Lexington Avenue, 22nd Floor New York, New York 10065 United States

3c. Entity Type:

Limited Partnership (organized under the laws of the State of Delaware)

3d. General Partner:

Ridgeline Capital Management, LLC, a Delaware limited liability company

3e. Contact Person for Secured Party:

Katherine M. Stroud, Managing Director Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065

SECTION 4: COLLATERAL DESCRIPTION (Box 4)

The security interest of the Secured Party extends to the following collateral (the "Collateral"), all of which is described more fully in the Mezzanine Pledge and Security Agreement referenced below:

All assets of the Debtor, whether now owned or hereafter acquired, and wherever located, including without limitation all right, title, and interest of the Debtor in, to, and under each of the following, whether now existing or hereafter arising or created:

(a) All accounts and accounts receivable, including, without limitation, all rights to payment arising out of the sale, lease, license, or other disposition of property or the rendering of services by the Debtor, whether or not earned by performance;

(b) All chattel paper, whether tangible or electronic, including, without limitation, all records that evidence both a monetary obligation and a security interest in or a lease of specific goods;

(c) All deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained by the Debtor with any bank, savings and loan association, credit union, or other depository institution;

(d) All documents, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and any other document that in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers;

(e) All equipment, including, without limitation, all vehicles, rolling stock, trucks, tractors, trailers, fleet vehicles, and all related parts, accessories, accessions, attachments, additions, replacements, and substitutions thereto and therefor, and all tools, machinery, furniture, furnishings, fixtures, and other tangible personal property (other than inventory) used or acquired for use in the Debtor's business operations;

(f) All fixtures, including, without limitation, all goods that have become so related to particular real property that an interest in them arises under real property law;

(g) All general intangibles, including, without limitation, all payment intangibles, software, customer lists, route lists, fleet management software, telematics data and systems, licenses, permits, franchises, tax refund claims, rights under contracts, and all other intangible personal property of the Debtor of every kind and nature (other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals);