Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Parent Equity Pledge Agreement, as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Borrower" or "Company" or "Issuer" means Stonefield Logistics Group Inc., a Delaware corporation (EIN: 84-3217650), with its headquart

Section 1.02 — UCC Terms Terms used in this Agreement and not otherwise defined herein or in the Mezzanine Credit Agreement that are defined in Article 8 or Article 9 of the UCC shall have the respective meanings ascribed to such terms therein. Without limiting the generality of the foregoing, the terms "account debtor," "certificated security," "control," "deposit account," "entitlement holder," "financial asset," "

Section 1.03 — Rules of Construction Unless the context otherwise requires: (a) references to "Articles," "Sections," "Schedules," and "Exhibits" are references to Articles, Sections, Schedules, and Exhibits of this Agreement; (b) all Section headings and captions are for convenience of reference only and shall not be considered in the interpretation of this Agreement; (c) the word "including" means "including withou

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 — Pledge The Pledgor hereby pledges, assigns, hypothecates, and grants to the Secured Party a first-priority continuing security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under the following, whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "Collateral"): (a) Pledged Equity: One hundred percent (100%) of the

Section 2.02 — Security for Obligations The Collateral secures the prompt and complete payment and performance of all Secured Obligations, whether now existing or hereafter arising, absolute or contingent, matured or unmatured, direct or indirect, including all renewals, extensions, amendments, refinancings, and refundings of any of the foregoing.

Section 2.03 — Priority; Exclusion from Shared Collateral The security interest granted herein is intended to be, and shall be, a first-priority perfected security interest in the Collateral, not subject to any prior lien, pledge, security interest, or encumbrance of any kind. The Pledgor and the Secured Party expressly acknowledge and agree as follows: (a) This parent equity pledge is not included in the shared coll

Section 2.04 — Continuing Security Interest The pledge and security interest granted hereunder shall remain in full force and effect until the Termination Date. Upon the occurrence of the Termination Date, the security interest granted hereunder shall automatically terminate and be released in accordance with Section 9.10, and all rights to the Collateral shall revert to the Pledgor. Until the Termination Date, the s

ARTICLE III — DELIVERY OF COLLATERAL

Section 3.01 — Delivery of Certificates (a) The Pledgor shall, concurrently with the execution and delivery of this Agreement, deliver to the Secured Party (or to such person as the Secured Party may designate) all certificates representing the Pledged Equity, together with undated stock powers or other instruments of transfer duly executed in blank by the Pledgor, in the form attached hereto as Exhibit A. The Pledgo

Section 3.02 — Financing Statements (a) The Pledgor hereby authorizes the Secured Party to prepare, execute (to the extent permitted by law without the Pledgor's signature), and file one or more UCC-1 financing statements (and continuation statements, amendments, and other filings as may be necessary or desirable) in the jurisdiction of the Pledgor's organization (the Delaware Secretary of State) and any other approp

Section 3.03 — Further Assurances The Pledgor shall, at its own cost and expense, execute and deliver to the Secured Party such additional instruments, documents, and agreements, and take such further actions, as the Secured Party may from time to time reasonably request, in order to perfect, protect, and maintain the first-priority security interest granted hereunder, including without limitation (a) control agreeme

ARTICLE IV — REPRESENTATIONS AND WARRANTIES The Pledgor hereby represents and warrants to the Secured Party, as of the date hereof and as of the date of funding of the Mezzanine Loan, as follows:

Section 4.01 — Organization and Good Standing The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as currently conducted.

Section 4.02 — Power and Authority The Pledgor has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement, to pledge the Collateral as provided herein, and to consummate the transactions contemplated hereby.

Section 4.03 — Due Authorization The execution, delivery, and performance of this Agreement by the Pledgor and the pledge of the Collateral hereunder have been duly authorized by all necessary limited liability company action of the Pledgor, including the approval of Cascade Ridge Capital Partners, LLC as the managing member of the Pledgor. No other limited liability company proceedings on the part of the Pledgor or

Section 4.04 — Enforceability This Agreement has been duly executed and delivered by the Pledgor and constitutes the legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity

Section 4.05 — No Conflicts The execution, delivery, and performance of this Agreement by the Pledgor and the pledge of the Collateral hereunder do not and will not (a) conflict with or violate the Pledgor's certificate of formation or limited liability company agreement, (b) conflict with or violate any applicable law, rule, regulation, order, judgment, or decree binding upon the Pledgor, (c) result in a breach of,

Section 4.06 — Ownership of Pledged Equity The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding equity interests in Stonefield, free and clear of all liens, encumbrances, security interests, pledges, charges, options, warrants, rights of first refusal, buy-sell arrangements, put or call agreements, restrictions on transfer, claims, and demands of every kind a

Section 4.07 — Title and Priority The Pledgor has good and marketable title to the Pledged Equity. Upon delivery of certificates representing the Pledged Equity to the Secured Party together with duly executed stock powers in blank, and the filing of UCC-1 financing statements in the appropriate jurisdictions, the Secured Party will have a valid, first-priority perfected security interest in the Pledged Equity, super

Section 4.08 — No Other Pledges The Pledged Equity has not been pledged, assigned, hypothecated, or otherwise encumbered in favor of any other person. Without limiting the foregoing, the Pledged Equity is not subject to any pledge, lien, security interest, encumbrance, or other claim under the Senior Credit Agreement, any other senior lending facility, or any other agreement or arrangement. No other person (other tha

Section 4.09 — Consents and Approvals No consent, approval, authorization, order, registration, filing, or qualification of or with any governmental authority, the Issuer, any member or manager of the Pledgor, or any other person is required for (a) the pledge and grant of security interest hereunder, (b) the execution, delivery, or performance of this Agreement by the Pledgor, or (c) the exercise by the Secured Part

Section 4.10 — Litigation There are no actions, suits, investigations, or proceedings pending or, to the Pledgor's knowledge after due inquiry, threatened against the Pledgor or any of its affiliates, at law or in equity, before or by any court, arbitrator, governmental body, agency, or official, that (a) would reasonably be expected to materially adversely affect the Pledgor's ability to perform its obligations unde

Section 4.11 — Location and Identification The following information regarding the Pledgor is true, correct, and complete as of the date hereof: (a) Chief executive office: 200 Clarendon Boulevard, 38th Floor, Boston, Massachusetts 02116 (being the same address as Cascade Ridge Capital Partners, LLC). (b) Jurisdiction of organization: Delaware. (c) Exact legal name as it appears in the Pledgor's certificate of format

Section 4.12 — Issuer Information Stonefield Logistics Group Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The following information regarding the Issuer is true, correct, and complete as of the date hereof: (a) EIN: 84-3217650. (b) Registered agent: Pinnacle Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. (c) Headquarte

Section 4.13 — Warrant Dilution Acknowledgment The Pledgor acknowledges and agrees that, pursuant to the Warrant Agreement dated as of September 29, 2023, Ridgeline Mezzanine Capital Fund III, LP has been granted warrants to purchase shares of common stock of Stonefield representing three percent (3.0%) of the fully-diluted equity of Stonefield on a post-exercise basis, at an exercise price of $0.01 per share. The Pl

ARTICLE V — COVENANTS The Pledgor hereby covenants and agrees with the Secured Party as follows:

Section 5.01 — Voting Rights (a) Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise all voting and consensual rights and powers pertaining to the Pledged Equity for any purpose not inconsistent with the terms of this Agreement, the Mezzanine Credit Agreement, or any other Mezzanine Loan Document, and for any purpose that wou

Section 5.02 — Dividends and Distributions (a) Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive and retain all dividends and distributions from Stonefield in respect of the Pledged Equity, to the extent that such dividends and distributions are permitted under the Mezzanine Credit Agreement (including without limitation the

Section 5.03 — Maintenance of Pledge (a) The Pledgor shall not sell, assign, transfer, convey, exchange, or otherwise dispose of the Pledged Equity (or any interest therein), or agree to do any of the foregoing, without the prior written consent of the Secured Party, except as expressly permitted under the Mezzanine Credit Agreement. (b) The Pledgor shall not create, incur, assume, or permit to exist any lien, pledge

Section 5.04 — Defense of Title The Pledgor shall defend the Collateral against, and take such other action as is necessary to remove, any claims, demands, liens, encumbrances, or security interests of all persons at any time claiming any interest in the Collateral adverse to the Secured Party, and shall indemnify the Secured Party against all losses, costs, and expenses (including reasonable attorneys' fees) incurre

Section 5.05 — Notification of Changes The Pledgor shall provide the Secured Party with at least thirty (30) days' prior written notice of any change in: (a) the Pledgor's legal name; (b) the Pledgor's jurisdiction of organization; (c) the Pledgor's organizational identification number; or (d) the location of the Pledgor's chief executive office. The Pledgor shall not effect any such change unless (i) it has provided

Section 5.06 — After-Acquired Equity If the Pledgor shall at any time acquire any additional equity interests in Stonefield (including by way of stock dividend, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, or otherwise), such additional equity interests shall automatically and without further action be subject to the pledge and security interest granted hereunder, and t

Section 5.07 — Change of Control Provisions (a) The Pledgor acknowledges that a "change of control" under the Mezzanine Credit Agreement includes, among other triggers: (i) any person or group (other than Cascade Ridge Capital Partners, LLC and its affiliates) acquiring, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the outstanding voting equity interests of Stonefield; (ii) Stonefi

Section 5.08 — Compliance with Organizational Documents The Pledgor shall at all times comply with, and shall cause Stonefield to comply with, their respective certificates of formation or incorporation, limited liability company agreements, bylaws, or other organizational documents, as applicable. The Pledgor shall not amend, modify, supplement, restate, or waive any provision of the organizational documents of Ston

Section 5.09 — Cooperation The Pledgor shall cooperate with the Secured Party in obtaining any necessary UCC searches, lien searches, filings, amendments, and continuation statements in the State of Delaware and any other jurisdiction, and shall promptly furnish to the Secured Party such information regarding the Pledgor, the Issuer, and the Pledged Equity as the Secured Party may from time to time reasonably request

ARTICLE VI — REMEDIES UPON DEFAULT

Section 6.01 — Event of Default An "Event of Default" for purposes of this Agreement shall mean any Event of Default as defined in the Mezzanine Credit Agreement, including without limitation (a) failure to pay principal or interest on the Mezzanine Loan when due, (b) breach of any financial covenant, negative covenant, or affirmative covenant set forth in the Mezzanine Credit Agreement, (c) any cross-default or cros

Section 6.02 — Rights and Remedies Upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have, in addition to all other rights and remedies granted to it under this Agreement, all rights and remedies of a secured party under the UCC and under other applicable law, including without limitation the following: (a) Foreclosure and Sale. The Secured Party may sell, assign, or other

Section 6.03 — No Duty to Exercise The Secured Party shall have no obligation to exercise any right or remedy hereunder, to make any demand, to give any notice, or to take any other action to preserve any rights against prior parties, other holders, or any other person in connection with the Collateral. The Secured Party shall not be liable for any failure to collect or realize upon the Collateral, or for any delay i

Section 6.04 — Application of Proceeds The proceeds received by the Secured Party from any sale, collection, or other realization upon the Collateral, or any part thereof, shall be applied by the Secured Party in the following order of priority: (a) First, to pay the reasonable costs and expenses of the Secured Party incurred in connection with the enforcement of this Agreement and the exercise of remedies hereunder,

Section 6.05 — Private Sale Acknowledgment The Pledgor acknowledges that (a) the Secured Party may be unable to effect a public sale of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or "blue sky" laws, and that the Secured Party may therefore be compelled to resort to one or more private sales of the Ple

Section 6.06 — Remedies Cumulative All rights and remedies of the Secured Party under this Agreement, the UCC, and other applicable law are cumulative and not exclusive of any other rights or remedies that the Secured Party may have under the Mezzanine Credit Agreement, any other Mezzanine Loan Document, or at law or in equity. The exercise of any one right or remedy by the Secured Party shall not preclude the simult

Section 6.07 — Note Regarding Intercreditor Agreement The Pledgor and the Secured Party acknowledge and agree that the remedies under this Agreement with respect to the Pledged Equity are not subject to the standstill, enforcement limitations, or turnover provisions set forth in the Intercreditor Agreement. The Pledged Equity is excluded from the Shared Collateral governed by the Intercreditor Agreement, and accordin

ARTICLE VII — POWER OF ATTORNEY

Section 7.01 — Appointment The Pledgor hereby irrevocably constitutes and appoints the Secured Party (and any officer, employee, agent, or designee of the Secured Party) as the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor, in the Pledgor's name or otherwise, upon and during the continuance of an Event of Default, to take any and all actions that the Secured Par

Section 7.02 — Coupled with an Interest The power of attorney granted in Section 7.01 is coupled with an interest, is irrevocable, and shall not be affected by any subsequent disability or incapacity of the Pledgor or by any act of the Pledgor (including the dissolution or winding up of the Pledgor). Such power of attorney shall remain in full force and effect until the Termination Date. The Pledgor hereby ratifies a

ARTICLE VIII — INDEMNIFICATION

Section 8.01 — Indemnification by Pledgor The Pledgor shall indemnify, defend, and hold harmless the Secured Party and each of its officers, directors, members, managers, partners, employees, agents, advisors, counsel, and affiliates (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys' fees and disbursements)

Section 9.01 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon receipt when sent by registered or certified mail, return receipt requested, postage prepaid, (c) on the next Business Day when sent by nationally recognized ov

Section 9.02 — Amendments and Waivers No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Pledgor and the Secured Party. No failure or delay by the Secured Party in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, or

Section 9.03 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Pledgor and its successors and permitted assigns, and the Secured Party and its successors and assigns. The Pledgor may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Secured Party. The Secured Party may assign or transfer its rights