Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Ad Hoc Mezzanine Group" means Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, and any Additional Mezzanine Holders that become parties to this Agreement by executing and delivering a Joinder Agreement in accordance with the terms hereof. "Ad

Section 1.02 — Interpretation Unless the context otherwise requires, in this Agreement: (a) headings and captions are included for convenience of reference only and shall not affect the meaning or interpretation of any provision hereof; (b) references to "Sections," "Articles," "Exhibits," and "Schedules" refer to the Sections, Articles, Exhibits, and Schedules of this Agreement unless otherwise specified; (c) the wo

ARTICLE II — RESTRUCTURING TRANSACTIONS

Section 2.01 — Summary of Restructuring Transactions The Parties agree to support, and to use commercially reasonable efforts to consummate, the Restructuring Transactions as described in the Restructuring Term Sheet (Exhibit A) and this Agreement, including the following: (a) Amend and Extend — First Lien Term Loan B. The First Lien Term Loan B shall be amended and restated on the following terms: (i) The outstandin

Section 2.02 — Definitive Documents All Definitive Documents shall contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet, and shall otherwise be in form and substance reasonably acceptable to the Company, the Required Consenting First Lien Lenders, the Required Consenting Mezzanine Holders, and the Sponsor; provided, however, that: (a) the Amended Credit

Section 2.03 — Intercreditor Arrangements In connection with the Closing, the Company, Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), and Pinnacle National Bank, N.A. (as agent under the Amended Credit Agreement) shall enter into the Intercreditor Agreement. The Intercreditor Agreement shall establish, among other things: (a) a first-out / second-out payment waterfall pursuant to which all collecti

Section 2.04 — D&O Tail Insurance On or prior to the Closing Date, the Company shall obtain and thereafter maintain the D&O Tail Policy from Northgate Specialty Insurance Company (Policy No. NSI-DOL-2023-07721), providing $15 million in aggregate coverage for acts and omissions of directors and officers of the Company Parties occurring prior to the Closing Date, with a tail period of six (6) years from the Closing Da

ARTICLE III — AGREEMENTS OF THE PARTIES

Section 3.01 — Agreements of the Company Parties Subject to the terms and conditions of this Agreement, each of the Company Parties shall: (a) support and take all commercially reasonable actions necessary or desirable to consummate the Restructuring Transactions on the terms and conditions set forth in this Agreement and in the Restructuring Term Sheet, in a timely manner; (b) negotiate in good faith and use commerc

Section 3.02 — Agreements of the Consenting First Lien Lenders Subject to the terms and conditions of this Agreement, each Consenting First Lien Lender shall: (a) timely vote in favor of, and deliver all required consents to, the amendment and restatement of the First Lien Credit Agreement in accordance with the terms set forth in Section 2.01(a) and Section 2.01(b) and the Restructuring Term Sheet; (b) not, directly

Section 3.03 — Agreements of the Consenting Mezzanine Holders Subject to the terms and conditions of this Agreement, each Consenting Mezzanine Holder shall: (a) timely deliver consents in the Consent Solicitation in favor of the Equitization, including the exchange of its Mezzanine Notes for Series A Preferred Equity and common equity on the terms set forth herein and in the Restructuring Term Sheet; (b) timely deliv

Section 3.04 — Agreements of the Sponsor Subject to the terms and conditions of this Agreement, the Sponsor shall: (a) fund the Sponsor Equity Contribution of $12.5 million in cash on or prior to the Closing Date by wire transfer of immediately available funds to an account designated by the Company; (b) accept the dilution of its equity ownership in the Company from 100% to 47.5% of pro forma common equity as a resu

Section 3.05 — Fiduciary Out Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Board of Directors of the Company (including Julian Voight and Serena Chu, as Ridgeline designees, and any other directors then serving) to take or refrain from taking any action that would be inconsistent with applicable law or the exercise of its fiduciary duties under the General Cor

Section 4.01 — Milestones The Parties shall use commercially reasonable efforts to satisfy the following Milestones by the dates set forth below, in each case unless extended in accordance with Section 4.02:

Section 4.02 — Extensions Any individual Milestone may be extended upon the written agreement of the Company, the Required Consenting First Lien Lenders, the Required Consenting Mezzanine Holders, and the Sponsor. The Outside Date may be extended by up to thirty (30) calendar days (to no later than January 30, 2024) upon the written agreement of the Company, the Required Consenting First Lien Lenders, the Required Co

ARTICLE V — TRANSFER PROVISIONS

Section 5.01 — Restrictions on Transfers — First Lien Claims No Consenting First Lien Lender shall Transfer all or any portion of its First Lien Claims unless the proposed transferee (a) is already a Consenting First Lien Lender party to this Agreement, or (b) prior to or contemporaneously with such Transfer, executes and delivers to counsel for the Company and counsel for the Consenting First Lien Lenders a Joinder

Section 5.02 — Restrictions on Transfers — Mezzanine Claims No Consenting Mezzanine Holder shall Transfer all or any portion of its Mezzanine Notes unless the proposed transferee (a) is already a Consenting Mezzanine Holder party to this Agreement, or (b) prior to or contemporaneously with such Transfer, executes and delivers to counsel for the Company and counsel for the Consenting Mezzanine Holders a Joinder Agreem

Section 5.03 — Restrictions on Transfers — Sponsor Equity The Sponsor shall not Transfer any direct or indirect equity interests in the Company or Stonefield Logistics Holdings LLC prior to the Closing Date without the prior written consent of the Required Consenting First Lien Lenders and the Required Consenting Mezzanine Holders. Any purported Transfer in violation of this Section 5.03 shall be void ab initio.

Section 5.04 — Qualified Market Makers Notwithstanding anything to the contrary in this Article V, the restrictions set forth in Section 5.01 and Section 5.02 shall not apply to a Transfer by a Consenting First Lien Lender or a Consenting Mezzanine Holder to a qualified market maker (defined as any entity that (x) holds itself out to the public or the applicable private markets as standing ready in the ordinary cours

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.01 — Mutual Representations Each Party hereby represents and warrants to each other Party, as of the date hereof (and as of the Closing Date), as follows: (a) Organization. Such Party is duly organized, validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization, and has all requisite organizational power and authority to own, lease, a

Section 6.02 — Representations of Consenting First Lien Lenders Each Consenting First Lien Lender, severally and not jointly, represents and warrants as follows: (a) Such Consenting First Lien Lender is (i) the sole beneficial owner of, or (ii) an authorized investment manager, advisor, or sub-advisor with the legal authority to bind the beneficial owner(s) of, the First Lien Claims set forth opposite its name on Sch

Section 6.03 — Representations of Consenting Mezzanine Holders Each Consenting Mezzanine Holder, severally and not jointly, represents and warrants as follows: (a) Such Consenting Mezzanine Holder is the sole beneficial owner (or authorized investment manager with authority to bind the beneficial owner) of the Mezzanine Notes set forth opposite its name on Schedule 2 hereto, and has the full power and authority to vo

Section 6.04 — Representations of the Sponsor The Sponsor represents and warrants as follows: (a) The Sponsor is the sole equity holder of the Company through its wholly owned subsidiary, Stonefield Logistics Holdings LLC, a Delaware limited liability company. Stonefield Logistics Holdings LLC is the registered holder of 100% of the outstanding shares of common stock of the Company. (b) The Sponsor has available fund

Section 6.05 — Representations of the Company The Company represents and warrants as follows: (a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. (b) As of March 31, 2023, the Company's total funded i

Section 7.01 — Termination by All Parties (a) This Agreement shall terminate automatically, without any action or notice by any Party, upon the occurrence of the Closing. (b) This Agreement may be terminated at any time prior to the Closing by the mutual written consent of the Company, the Required Consenting First Lien Lenders, the Required Consenting Mezzanine Holders, and the Sponsor.

Section 7.02 — Termination by the Company The Company may terminate this Agreement, upon written notice to all other Parties, upon the occurrence of any of the following events: (a) a material breach by the Required Consenting First Lien Lenders, the Required Consenting Mezzanine Holders, or the Sponsor of any material representation, warranty, or covenant contained in this Agreement, which breach remains uncured for

Section 7.03 — Termination by Required Consenting First Lien Lenders The Required Consenting First Lien Lenders may terminate this Agreement, upon written notice to all other Parties, upon the occurrence of any of the following events: (a) a material breach by the Company or the Sponsor of any material representation, warranty, or covenant contained in this Agreement, which breach remains uncured for ten (10) Busines