Contract analysis

ARTICLE I NAME The name of the corporation is Stonefield Logistics Group Inc.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is Capitol Registered Agents, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out and effectuate its purposes, as now or hereafter conferred by the laws of the State of Delaware. Nothing in this Amended and Restated Certificate of Incorporation shall be construed to limit or r

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one hundred ten million (110,000,000) shares, consisting of: (a) one hundred million (100,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and (b) ten million (10,000,000) shares of Preferred Stock, par value $0.001 per share (the "Pr

Section 4.2 — Common Stock. The rights, powers, preferences, and privileges of the Common Stock shall be as follows: (a) Voting. Except as otherwise required by applicable law or as otherwise provided in this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock), each holder of Common Stock shall be entitled to one (1) vote for each sha

Section 4.3 — Preferred Stock. (a) Authority to Issue in Series. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series, and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting pow

Section 4.4 — No Fractional Shares. The Corporation shall not issue fractional shares of any class or series of capital stock. In the event that any person would otherwise be entitled to receive a fractional share of any class or series of capital stock of the Corporation (whether as a result of the Restructuring, a stock split, stock dividend, reclassification, or otherwise), the Corporation shall, in lieu of issuin

Section 5.1 — Number and Election. (a) Management by Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon it by applicable law, this Amended and Restated Certificate of Incorporation, and the Bylaws of the Corporation, the Board of Directors is hereby authorized to exercise all such pow

Section 5.2 — Removal and Vacancies. (a) Removal. Any director, or the entire Board of Directors, may be removed, with or without cause, by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote in the election of directors, voting together as a single class; provided, however, that the removal of any Sponsor Designee shall require the prior wr

Section 5.3 — Written Ballot. Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

ARTICLE VI LIMITATION OF LIABILITY

Section 6.1 — Director Exculpation. To the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, no director of the C

Section 6.2 — Officer Exculpation. To the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof, as amended effective August 1, 2022, pursuant to Senate Bill 273 of the 151st General Assembly of the State of Delaware), no officer of the Corporation shall be personally liable to the Corporation or its stockholder

Section 7.1 — Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative,

Section 7.2 — Advancement of Expenses. The Corporation shall, to the fullest extent permitted by applicable law, pay the expenses (including attorneys' fees) incurred by a Covered Person in defending any Proceeding in advance of the final disposition of such Proceeding; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of a Proceeding shall

Section 7.3 — Non-Exclusivity. The rights to indemnification and advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any applicable law, provision of this Amended and Restated Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, any indemnification agreement entered into between the Corp

Section 7.4 — Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, member, partner, trustee, or agent of an Other Entity, against any expense, liability, or loss asserted against or incurred by such person

ARTICLE VIII AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, and in addition to any vote require

ARTICLE IX AMENDMENT OF BYLAWS In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors then in office (or such greater vote as may be required by the Bylaws or the Stockholders' Agreement). The stockho

Section 10.1 — Delaware Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor the Superior Court of the State of Delaware has subject matter jurisdicti

Section 10.2 — Federal Forum for Securities Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of dou

ARTICLE XI CORPORATE OPPORTUNITIES To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision), the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may be from time to time presented to or become known to Ridgeline Capital Partners Fund III, L.P., Ridgeline Capital Managem

ARTICLE XII STOCKHOLDERS' AGREEMENT Certain rights and obligations of the stockholders of the Corporation, including, without limitation, rights and obligations relating to the composition and governance of the Board of Directors, the transfer of shares of capital stock, tag-along and drag-along rights, registration rights, information rights, preemptive rights, and certain consent and approval rights, are governed b

Section 13.1 — Severability. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporatio

Section 13.2 — Effective Date. This Amended and Restated Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware on December 12, 2023. IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 12th day of December, 2023. STONEFIELD LOGISTICS GROUP INC. By: ________ N