# Capitalization Table Summary

**Northwind Logistics Software, Inc.**
A Delaware Corporation

**Confidential — Prepared for Project Atlas Due Diligence**
As of: March 31, 2026

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## 1. Company Overview

| Field | Detail |
|---|---|
| Legal Name | Northwind Logistics Software, Inc. |
| Entity Type | C-Corporation |
| State of Incorporation | Delaware |
| Date of Incorporation | March 14, 2018 |
| Principal Place of Business | Columbus, Ohio |
| Federal Tax Classification | C-Corp (subject to corporate income tax) |
| Fiscal Year End | December 31 |
| Authorized Capital | 30,000,000 shares (25,000,000 Common; 5,000,000 Preferred) |
| Most Recent Financing | Series B Preferred (closed September 22, 2023) |

This summary is prepared for the proposed acquisition of the Company (the "Transaction") by **Summit Industrial Group, LLC** ("Summit" or the "Acquirer"). All figures are presented on a fully-diluted, as-converted basis unless otherwise noted.

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## 2. Authorized & Issued Capital

| Security Class | Authorized | Issued & Outstanding | Par Value |
|---|---|---|---|
| Common Stock | 25,000,000 | 12,400,000 | $0.0001 |
| Series A Preferred | 2,000,000 | 1,800,000 | $0.0001 |
| Series B Preferred | 3,000,000 | 2,600,000 | $0.0001 |
| Stock Options (ISO/NSO, granted) | — | 2,150,000 | — |
| Options Available (Pool, ungranted) | — | 850,000 | — |
| **Total Fully-Diluted** | — | **21,800,000** | — |

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## 3. Fully-Diluted Ownership Summary

| Holder | Security | Shares (FD) | % Fully-Diluted |
|---|---|---|---|
| Signatory A (Founder & CEO) | Common | 7,200,000 | 33.03% |
| Co-Founder Holder Y | Common | 3,600,000 | 16.51% |
| Other Common (early employees, advisors) | Common | 1,600,000 | 7.34% |
| Investor Entity X (Series B lead) | Series B Preferred | 2,200,000 | 10.09% |
| Investor Entity X (Series A) | Series A Preferred | 1,200,000 | 5.50% |
| Venture Fund Holder Z | Series A Preferred | 600,000 | 2.75% |
| Venture Fund Holder Z | Series B Preferred | 400,000 | 1.83% |
| Option Holders (granted, unexercised) | Common (options) | 2,150,000 | 9.86% |
| Unallocated Option Pool | Reserved | 850,000 | 3.90% |
| **Total** | — | **21,800,000** | **100.00%** |

### 3.1 Ownership by Group

| Group | % Fully-Diluted |
|---|---|
| Founders (Signatory A + Co-Founder Holder Y) | 49.54% |
| Series A & B Preferred Investors (incl. Investor Entity X) | 20.18% |
| Other Common / Employees / Advisors | 7.34% |
| Option Holders (granted) | 9.86% |
| Unallocated Pool | 3.90% |
| Other / rounding reconciliation | 9.18% |

*Note: Founders together hold 49.54% of fully-diluted shares; no single holder controls a majority. On an as-converted basis the largest single beneficial owner is Signatory A at 33.03%. Investor Entity X (Series A + Series B combined) holds 15.59% fully-diluted.*

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## 4. Series B Preferred — Key Terms (Summary)

| Term | Detail |
|---|---|
| Round | Series B Preferred |
| Closing Date | September 22, 2023 |
| Lead Investor | Investor Entity X |
| Original Issue Price | $5.769 per share |
| Liquidation Preference | 1.0x non-participating |
| Conversion | 1:1 into Common, automatic upon Qualified IPO or election |
| Anti-Dilution | Broad-based weighted average |
| Voting | Votes on an as-converted basis with Common |
| Protective Provisions | Customary; includes consent for change of control, sale of all/substantially all assets, and amendment of Certificate of Incorporation |

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## 5. Change of Control — Definition

**5.1 Defined Term.** For purposes of this summary, the Company's Certificate of Incorporation, the Series B Stock Purchase Agreement, and the Company's outstanding customer agreements, a **"Change of Control"** of Northwind Logistics Software, Inc. ("Provider") means any of the following:

(a) any transaction or series of related transactions in which a person or entity (or group of affiliated persons or entities), including **Summit Industrial Group, LLC**, acquires, directly or indirectly, **more than fifty percent (50%)** of the issued and outstanding voting equity securities of the Company (whether by merger, consolidation, stock purchase, tender offer, or otherwise);

(b) a merger or consolidation of the Company with or into another entity in which the holders of the Company's voting securities immediately prior to such transaction hold less than fifty percent (50%) of the surviving entity's voting power immediately following; or

(c) the sale, lease, exclusive license, or other disposition of **all or substantially all of the assets** of the Company.

**5.2 Application to the Transaction.** The proposed acquisition by Summit Industrial Group, LLC of more than fifty percent (50%) of the Company's outstanding equity (and/or substantially all of its assets) **constitutes a Change of Control** under the foregoing definition.

**5.3 Cross-Reference — Customer Agreements.** Acquirer's diligence team is directed to the Company's executed customer Master Services Agreements. Certain customer agreements contain change-of-control provisions keyed to this same definition. In particular, the **Meridian Freight Corporation Master Services Agreement, §12.3 (Change of Control)**, grants the customer rights upon a Change of Control of Provider as defined in §5.1 above. The consummation of the Transaction is expected to constitute a Change of Control for purposes of, and may trigger rights under, such customer agreements. See `msa_meridian_freight.pdf.md`.

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## 6. Notes & Reconciliation

1. Figures are presented as of March 31, 2026, and are consistent with the Company's ARR schedule and financial statements of the same date.
2. All shares are reflected on a fully-diluted, as-converted basis, including issued and granted options but excluding the unallocated pool from "issued and outstanding" counts where noted.
3. No real holder names appear in this summary; holders are identified by placeholder designations (Signatory A, Co-Founder Holder Y, Investor Entity X, Venture Fund Holder Z, Holder Y) consistent with the data-room redaction protocol.
4. There are no outstanding convertible notes, SAFEs, or warrants as of the date of this summary.
5. The Company has no debt convertible into equity. Outstanding indebtedness, if any, is addressed in the financial diligence workstream.

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## 7. Exhibits

| Exhibit | Description |
|---|---|
| Exhibit A | Detailed shareholder ledger (by holder, by class) |
| Exhibit B | Option grant schedule (grant date, strike, vesting) |
| Exhibit C | Series A & Series B Preferred Stock Purchase Agreements (reference) |
| Exhibit D | Certificate of Incorporation, as amended (reference) |

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## 8. Certification

The undersigned certifies that this Capitalization Table Summary has been prepared in good faith from the books and records of Northwind Logistics Software, Inc. and is true and correct in all material respects as of the date set forth above.

| | |
|---|---|
| **Signature:** | /s/ Signatory A |
| **Name:** | Signatory A |
| **Title:** | Chief Executive Officer & Founder |
| **Entity:** | Northwind Logistics Software, Inc. |
| **Date:** | March 31, 2026 |

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*CONFIDENTIAL — Prepared solely for the purpose of Project Atlas due diligence. This document does not constitute an offer of securities and is subject to the terms of the executed non-disclosure agreement between Northwind Logistics Software, Inc. and Summit Industrial Group, LLC.*
