Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Amended and Restated First Lien Credit Agreement" means that certain Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among Stonefield Logistics Group Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative

Section 1.02 — UCC Terms The following terms, when used herein with initial capital letters, shall have the respective meanings assigned to them in Article 9 of the UCC (or, where applicable, in other Articles of the UCC): "Account," "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Electronic Chattel Paper," "Equipment," "Fixture," "General Intangible," "Goods," "Instrument," "Inventory," "In

Section 1.03 — Rules of Interpretation (a) Unless the context otherwise requires, (i) references herein to "Articles," "Sections," "Schedules," and "Annexes" shall be deemed references to Articles and Sections of, and Schedules and Annexes to, this Agreement, (ii) a reference to any Article, Section, Schedule, or Annex includes all sub-divisions thereof, (iii) the words "herein," "hereof," "hereunder," and words of s

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all of the Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in

Section 2.02 — Excluded Assets Notwithstanding the broad grant of security interest set forth in Section 2.01, the Collateral shall not include, and no security interest is granted herein with respect to, any of the following (collectively, the "Excluded Assets"): (a) Any lease, license, contract, permit, or other agreement of any Grantor to the extent that a grant of a security interest therein would violate or inva

Section 2.03 — Pledge of Equity Interests (a) Pledge by Stonefield Logistics Holdings LLC. Stonefield Logistics Holdings LLC hereby pledges, assigns, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon one hundred percent (100%) of th

Section 2.04 — Super-Priority Nature of Lien (a) The Grantors acknowledge and agree that the security interests and liens granted hereby are intended to be, and shall be, super-priority first-out liens, which are senior and prior in right of payment and lien priority to the first lien security interests securing the obligations of the Borrower and the Guarantors under the Amended and Restated First Lien Credit Agreem

ARTICLE III — PERFECTION AND FURTHER ASSURANCES

Section 3.01 — Filing of Financing Statements (a) Each Grantor hereby irrevocably authorizes the Collateral Agent, at any time and from time to time, to file UCC-1 financing statements (and continuation statements, amendments, and assignments with respect thereto) in any filing office in any UCC jurisdiction that the Collateral Agent deems necessary or advisable to perfect the security interests and liens granted her

Section 3.02 — Control Agreements (a) Each Grantor shall use commercially reasonable efforts to deliver to the Collateral Agent fully executed deposit account control agreements (each, a "DACA"), in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Deposit Account maintained by such Grantor (including all operating accounts at Pinnacle National Bank, N.A. and at any other deposi

Section 3.03 — Intellectual Property Filings (a) Each Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent one or more short-form security agreements, assignments, or other instruments, in form suitable for filing with the United States Patent and Trademark Office (the "USPTO"), with respect to all trademarks, service marks, and trademark and service mark applications and

Section 3.04 — Further Assurances (a) Each Grantor shall, at its own cost and expense, execute and deliver to the Collateral Agent such further documents, instruments, and agreements, and shall take such further actions and make such further filings and recordings, as the Collateral Agent may from time to time reasonably request, to create, preserve, perfect, validate, and maintain the super-priority security interes

Section 3.05 — After-Acquired Property The security interests and liens granted herein shall automatically, and without the need for any further action by any Grantor, the Collateral Agent, or any other person, attach to all Collateral of each Grantor that is acquired, created, or arises after the date hereof. Each Grantor acknowledges that, to the extent perfection of the security interests granted herein in any aft

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party as follows:

Section 4.01 — Organization and Good Standing Each Grantor is duly organized or formed, validly existing, and in good standing (or its equivalent, where applicable) under the laws of its jurisdiction of organization, as set forth below: (a) Stonefield Logistics Group Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing with the Delaware Secretary of

Section 4.02 — Power and Authority Each Grantor has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties, to carry on its business as presently conducted, to execute and deliver this Agreement, and to perform its obligations hereunder, including the grant of the security interests and liens contemplated hereby. The execution, deliver

Section 4.03 — Enforceability This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally a

Section 4.04 — No Conflicts The execution, delivery, and performance of this Agreement by each Grantor, and the grant of the security interests and liens contemplated hereby, do not and will not (a) contravene, violate, or conflict with the certificate of incorporation, bylaws, certificate of formation, operating agreement, or other organizational documents of such Grantor, (b) contravene, violate, or conflict with a

Section 4.05 — Title to Collateral; No Other Liens Each Grantor has good and valid title to, or valid and subsisting rights in, all of the Collateral purported to be owned by it, free and clear of all liens, security interests, claims, charges, options, and encumbrances of every kind and nature whatsoever, except for the following (collectively, "Permitted Encumbrances"): (a) The super-priority first-out liens and se

Section 4.06 — Organizational Information The exact legal name, jurisdiction of organization, type of entity, organizational identification number, employer identification number, and chief executive office and principal place of business of each Grantor are as set forth in Schedule II attached hereto, and each Grantor represents and warrants that the information set forth therein is true, correct, and complete in al

Section 4.07 — Pledged Equity (a) All Pledged Equity has been duly authorized and validly issued and, in the case of shares of capital stock, is fully paid and non-assessable and, in the case of limited liability company membership interests, has been fully paid to the extent required under the applicable operating agreement. The Pledged Equity constitutes the percentage of the issued and outstanding equity interests

Section 4.08 — Deposit Accounts Each Grantor has disclosed to the Collateral Agent all Deposit Accounts maintained by such Grantor, as set forth in Schedule IV attached hereto, including all operating accounts maintained at Pinnacle National Bank, N.A. and at any other depository institution. Schedule IV sets forth, with respect to each such Deposit Account, the name and address of the depository bank, the account nu

Section 4.09 — Commercial Tort Claims As of the date hereof, no Grantor has any Commercial Tort Claims except as set forth in Schedule III attached hereto. As of the date hereof, no Grantor is a plaintiff or claimant in any pending or, to such Grantor's knowledge, threatened litigation or proceeding involving a Commercial Tort Claim having a reasonably anticipated value in excess of $250,000, except as set forth in S

Section 4.10 — Intellectual Property Schedule V attached hereto sets forth a true, correct, and complete list of all material patents, patent applications, trademarks, trademark applications and registrations, service marks, service mark applications and registrations, trade names, copyrights, copyright applications and registrations, and domain names owned by each Grantor as of the date hereof. To each Grantor's kno

ARTICLE V — COVENANTS Each Grantor covenants and agrees with the Collateral Agent and each other Secured Party that, so long as any Secured Obligations remain outstanding (other than contingent indemnification obligations for which no claim has been asserted) or any commitment under the Credit Agreement remains in effect, such Grantor shall comply with the following covenants:

Section 5.01 — Protection of Collateral (a) Each Grantor shall maintain, preserve, and protect all Collateral in good working order and condition (ordinary wear and tear excepted), and shall not use or permit the use of the Collateral in violation of any provision of this Agreement, the Credit Agreement, any other Loan Document, or any applicable law, rule, or regulation. (b) Each Grantor shall maintain insurance on

Section 5.02 — Restrictions on Disposition No Grantor shall sell, lease, license, exchange, transfer, assign, or otherwise dispose of, or grant any option or other right with respect to, any Collateral or any interest therein, except as permitted by the Credit Agreement (including Permitted Dispositions as defined therein). Any Collateral disposed of in accordance with the terms of the Credit Agreement shall be autom

Section 5.03 — No Additional Liens No Grantor shall create, incur, assume, or suffer or permit to exist any lien, security interest, mortgage, charge, claim, or encumbrance on or with respect to any Collateral, except for: (a) The super-priority first-out liens and security interests granted herein in favor of the Collateral Agent for the benefit of the Secured Parties; (b) The first lien security interests (subordin

Section 5.04 — Changes in Name, Jurisdiction, or Structure No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational identification number, or (d) change its organizational form (e.g., convert from a corporation to a limited liability company, or vice versa), in each case, without providing at least thirty (30) days' prior written notice to the Collateral A

Section 5.05 — New Subsidiaries and After-Acquired Equity If at any time after the date hereof any Grantor shall form or acquire (whether by purchase, merger, consolidation, or otherwise) any new subsidiary (whether direct or indirect), such Grantor shall promptly (and in any event within thirty (30) days of such formation or acquisition): (a) Cause such new subsidiary to become a party to this Agreement as a Grantor

Section 5.06 — Maintenance of Records Each Grantor shall maintain complete and accurate books and records with respect to the Collateral and all transactions relating thereto at its chief executive office identified in Schedule II or at such other location as such Grantor may designate after providing at least thirty (30) days' prior written notice to the Collateral Agent. Each Grantor shall permit the Collateral Age

Section 5.07 — Commercial Tort Claims Each Grantor shall promptly notify the Collateral Agent in writing if such Grantor at any time becomes a plaintiff, claimant, or counterclaimant with respect to any Commercial Tort Claim having a reasonably anticipated value in excess of $250,000. Such notice shall include a brief description of the claim. Promptly upon the request of the Collateral Agent, such Grantor shall exec

Section 5.08 — Use of Proceeds The Borrower shall use the Proceeds of the Collateral only as permitted under the Credit Agreement, including for working capital, general corporate purposes, payment of transaction costs and expenses, and such other purposes as are expressly set forth in the Credit Agreement. No Grantor shall use or permit the use of the Proceeds of the Collateral for any purpose that is prohibited by

ARTICLE VI — RIGHTS AND REMEDIES

Section 6.01 — Rights Upon Event of Default (a) Upon the occurrence and during the continuance of an Event of Default (as defined in Article VIII of the Credit Agreement), the Collateral Agent shall have, in addition to all rights and remedies granted to the Collateral Agent under this Agreement, the Credit Agreement, and the other Loan Documents, all rights and remedies of a secured party under the UCC and under any