1012-00001 · Client 1012 · Closing

secretarys-certificate-stonefield.docx DOCUMENT Finance & Banking

6 / 35 ← → ✕

SECRETARY'S CERTIFICATE OF STONEFIELD LOGISTICS GROUP INC.

September 29, 2023

Delivered pursuant to Section 4.01(f) of the Mezzanine Credit Agreement, dated as of September 14, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Company" or "Borrower"), Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender"), and the guarantors party thereto from time to time.

Delivered to:

Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065

Attention: Portfolio Management — Stonefield Account

— and —

Archer Blackwell & Moss LLP 1585 Broadway, 34th Floor New York, New York 10036

Attention: David C. Hargrove, Esq.

PREAMBLE

I, Robert D. Nagamine, in my capacity as General Counsel and Secretary of Stonefield Logistics Group Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107, and its registered agent for service of process in the State of Delaware being Pinnacle Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, Employer Identification Number 84-3217650, do hereby certify as follows in connection with the closing of the One Hundred Twenty Million Dollar ($120,000,000) mezzanine term loan facility (the "Mezzanine Facility") occurring on the date hereof, September 29, 2023, as a condition precedent to the initial borrowing by the Company under the Mezzanine Credit Agreement.

This Secretary's Certificate (this "Certificate") is delivered in connection with and as a condition precedent to the initial borrowing under the Mezzanine Credit Agreement and the consummation of the transactions contemplated thereby and by each of the following related transaction documents (collectively, the "Transaction Documents"):

(a) the Mezzanine Credit Agreement, dated as of September 14, 2023, among the Company, the Mezzanine Lender, and the guarantors party thereto;

(b) the Intercreditor Agreement, dated as of September 14, 2023 (the "Intercreditor Agreement"), among Whitmore National Bank, N.A., as administrative agent and collateral agent under the Senior Credit Agreement (in such capacity, the "Senior Agent"), Ridgeline Mezzanine Capital Fund III, LP, as the Mezzanine Lender, and acknowledged by the Company and the guarantors party thereto;

(c) the Mezzanine Guaranty Agreement, dated as of September 29, 2023 (the "Mezzanine Guaranty Agreement"), executed by each of the guarantors in favor of the Mezzanine Lender;

(d) the Mezzanine Pledge and Security Agreement, dated as of September 29, 2023 (the "Mezzanine Pledge and Security Agreement"), among the Company, the guarantors party thereto, and the Mezzanine Lender;

(e) the Parent Equity Pledge Agreement, dated as of September 29, 2023 (the "Parent Equity Pledge Agreement"), executed in favor of the Mezzanine Lender;

(f) the Warrant Agreement, dated as of September 29, 2023 (the "Warrant Agreement"), between the Company and the Mezzanine Lender, providing for the issuance of warrants representing 3.0% of the fully-diluted equity of the Company;

(g) the Registration Rights Agreement, dated as of September 29, 2023 (the "Registration Rights Agreement"), between the Company and the Mezzanine Lender; and

(h) Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of April 7, 2022 (as so amended, the "Senior Credit Agreement"), among the Company, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, which Amended and Restated Credit Agreement was originally dated as of November 15, 2019 ("Amendment No. 3").

I am duly authorized to execute and deliver this Certificate on behalf of the Company, and I have access to the books and records of the Company necessary to make the certifications set forth herein. In making the certifications set forth below, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, documents, certificates, and other instruments as I have deemed necessary or appropriate as a basis for the certifications hereinafter set forth.

CERTIFICATIONS

1. Certificate of Incorporation

I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Stonefield Logistics Group Inc. (including all certificates of amendment and certificates of designation relating thereto), as filed with and certified by the Secretary of State of the State of Delaware (collectively, the "Certificate of Incorporation"). The Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of its most recent filing with the Secretary of State of the State of Delaware, and no action has been taken by the Board of Directors, the stockholders, or any other person or entity to amend, restate, supplement, or otherwise modify the Certificate of Incorporation. The Certificate of Incorporation remains in full force and effect as of the date hereof, and the Company was incorporated and continues to exist under the laws of the State of Delaware.

2. Bylaws. I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Stonefield Logistics Group Inc. (including all amendments thereto), as currently in effect (the "Bylaws"). The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of their most recent adoption or amendment, and no action has been taken by the Board of Directors, the stockholders, or any other person or entity to amend, restate, supplement, or otherwise modify the Bylaws. The Bylaws remain in full force and effect as of the date hereof and constitute the only bylaws of the Company.

3. Board Resolutions

I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Stonefield Logistics Group Inc. by unanimous written consent in lieu of a meeting, effective as of September 12, 2023, in accordance with the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company. The Resolutions were duly adopted by all members of the Board of Directors then in office, and all necessary corporate proceedings required to authorize the adoption of such Resolutions were properly taken.

The Resolutions authorize, among other things, each of the following:

(a) Mezzanine Credit Agreement. The entry by the Company into the Mezzanine Credit Agreement, dated as of September 14, 2023, with Ridgeline Mezzanine Capital Fund III, LP, as the Mezzanine Lender, providing for a mezzanine term loan facility in the aggregate principal amount of $120,000,000 on the terms and conditions set forth therein, and the execution, delivery, and performance by the Company of all of its obligations under the Mezzanine Credit Agreement.

(b) Ancillary Transaction Documents. The execution, delivery, and performance of all ancillary Transaction Documents, including without limitation the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Warrant Agreement (providing for 3.0% warrant coverage of the fully-diluted equity of the Company on a post-exercise basis, at an exercise price of $0.01 per share), the Registration Rights Agreement, and all related certificates, instruments, opinions, and agreements contemplated by the Mezzanine Credit Agreement or otherwise required in connection with the closing of the Mezzanine Facility.

(c) Amendment No. 3 to Senior Credit Agreement. The execution, delivery, and performance of Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of April 7, 2022, among the Company, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (the original Amended and Restated Credit Agreement having been dated as of November 15, 2019), to permit, among other things, the incurrence of the mezzanine indebtedness contemplated by the Mezzanine Credit Agreement and the granting of second-priority liens in connection therewith.

(d) Intercreditor Agreement. The execution, delivery, and performance of the Intercreditor Agreement with Whitmore National Bank, N.A., in its capacity as Senior Agent, and Ridgeline Mezzanine Capital Fund III, LP, in its capacity as the Mezzanine Lender, governing the relative rights and priorities of the Senior Agent and the Mezzanine Lender with respect to the collateral securing the Company's obligations.

(e) Second-Priority Security Interests. The grant of second-priority security interests and liens in substantially all assets of the Company and its subsidiaries (subject to existing first-priority liens in favor of the Senior Agent under the Senior Credit Agreement) pursuant to the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, and each other security document contemplated thereby.

(f) UCC-1 Financing Statements. The filing of UCC-1 financing statements in the State of Delaware (with the Delaware Secretary of State) and in the State of Texas (with the Texas Secretary of State), and in such other jurisdictions as may be necessary or desirable, naming the Company as debtor and the Mezzanine Lender as secured party, to perfect the second-priority security interests granted pursuant to the Mezzanine Pledge and Security Agreement.

(g) Borrowing and Payment of Fees and Expenses. The borrowing of $120,000,000 under the Mezzanine Credit Agreement and the payment of all related fees and expenses in connection with the Mezzanine Facility and the transactions contemplated by the Transaction Documents, including without limitation:

(i) a commitment fee in the amount of $2,400,000 payable to Ridgeline Mezzanine Capital Fund III, LP;

(ii) a financial advisory fee in the amount of $900,000 payable to Zynvaro Thornton Advisory Group, LLC;

(iii) legal fees and disbursements payable to Calderwood & Harkness LLP, as counsel to the Company, and to Archer Blackwell & Moss LLP, as counsel to the Mezzanine Lender;

(iv) a Senior Agent amendment fee in the amount of $137,500 payable to Whitmore National Bank, N.A., in connection with the execution and delivery of Amendment No. 3; and

(v) all other fees, costs, and expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Transaction Documents.

(h) Issuance of Warrants. The issuance of warrants to Ridgeline Mezzanine Capital Fund III, LP (or its designees) pursuant to the Warrant Agreement, representing 3.0% of the fully-diluted equity of the Company on a post-exercise basis, exercisable at a price of $0.01 per share, and the reservation of a sufficient number of shares of common stock of the Company for issuance upon exercise of such warrants.

(i) Designation and Authorization of Officers. The designation and authorization of certain officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Secretary, to execute and deliver all documents and instruments and to take all actions as they may determine to be necessary, advisable, or appropriate in order to consummate the transactions contemplated by the Transaction Documents, with such modifications, amendments, or supplements to the form of such documents as such officers may approve, the execution thereof by any such officer to be conclusive evidence of such approval.

I further certify that the Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company that would in any way conflict with, limit, restrict, or modify the Resolutions attached hereto as Exhibit C or the authority granted to any officer thereunder.

4. Good Standing

I hereby certify that the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. A certificate of good standing issued by the Secretary of State of the State of Delaware, dated not earlier than five (5) business days prior to the date hereof, has been obtained by the Company and is being separately delivered to the Mezzanine Lender and its counsel concurrently with the delivery of this Certificate. I further certify that the Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas and in each other jurisdiction where the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect (as defined in the Mezzanine Credit Agreement).

5. Incumbency Certificate

I hereby certify that attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company who is authorized to execute and deliver the Mezzanine Credit Agreement and each of the other Transaction Documents on behalf of the Company.

The officers listed below are the duly elected or appointed, duly qualified, and currently serving officers of the Company in the capacities set forth opposite their respective names, and the signatures set forth opposite their respective names are their true and genuine signatures:

Each of the above-named officers has been duly elected or appointed to the office set forth opposite his or her name in accordance with the Certificate of Incorporation and Bylaws of the Company, is duly qualified, and is serving in such capacity as of the date hereof. No proceedings have been instituted or are pending for the removal of any such officer from his or her respective office.

Specimen Signatures:

Marcus W. Ellison, Chief Executive Officer

Signature: ________

Janet R. Prescott, Chief Financial Officer

Signature: ________

Robert D. Nagamine, General Counsel and Secretary

Signature: ________

6. No Proceedings

I hereby certify that, as of the date hereof, no proceedings have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened for the dissolution, liquidation, winding up, or termination of the Company, whether voluntary or involuntary, under the General Corporation Law of the State of Delaware or under any other applicable law. No proceedings have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened for the appointment of a receiver, custodian, trustee, or similar official for the Company or for any substantial part of the assets or properties of the Company, and no order, judgment, or decree appointing any such receiver, custodian, trustee, or similar official has been entered. No petition has been filed by or against the Company under Title 11 of the United States Code (the Bankruptcy Code) or any similar federal, state, or foreign law relating to insolvency, reorganization, or relief of debtors, and no such filing is contemplated.

7. No Amendments or Conflicts

I hereby certify that the execution, delivery, and performance by the Company of the Mezzanine Credit Agreement and each of the other Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (a) violate, contravene, or conflict with the Certificate of Incorporation or the Bylaws of the Company, (b) violate, contravene, or conflict with any resolution adopted by the Board of Directors or the stockholders of the Company, (c) result in a breach of, or constitute a default (or an event that with the giving of notice or the lapse of time or both would constitute a default) under, any material agreement, indenture, lease, instrument, or other document to which the Company is a party or by which its assets may be bound, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of the Company, other than the liens created pursuant to the Transaction Documents.

I further certify that no consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, or regulatory body, or of or with any third party, is required in connection with the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby, other than (i) those that have already been obtained or made, including without limitation the written consent of Whitmore National Bank, N.A., in its capacity as Senior Agent under the Senior Credit Agreement, received on September 5, 2023, (ii) filings of UCC-1 financing statements as contemplated by the Transaction Documents, and (iii) such consents, approvals, authorizations, registrations, or filings, the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.

GENERAL PROVISIONS

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings assigned to such terms in the Mezzanine Credit Agreement.

The undersigned is making the certifications set forth in this Certificate solely in his capacity as General Counsel and Secretary of Stonefield Logistics Group Inc. and not in his individual capacity, and the undersigned shall have no personal liability with respect to any of the matters certified herein.

The Mezzanine Lender and its counsel, Archer Blackwell & Moss LLP, may rely on this Certificate and the exhibits attached hereto and the certifications and statements contained herein as if this Certificate were addressed directly to each of them, and such reliance shall be deemed reasonable for all purposes in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby.

This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile transmission or electronic transmission (including by .pdf) shall be effective as delivery of a manually executed counterpart.

EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Certificate of Incorporation of Stonefield Logistics Group Inc. (including all certificates of amendment and certificates of designation), as filed with and certified by the Secretary of State of the State of Delaware

Exhibit B — Bylaws of Stonefield Logistics Group Inc. (including all amendments thereto), as currently in effect

Exhibit C — Resolutions of the Board of Directors of Stonefield Logistics Group Inc. adopted by unanimous written consent effective September 12, 2023, authorizing the Mezzanine Facility and the related transactions contemplated by the Transaction Documents

Exhibit D — Incumbency Certificate listing the names, titles, and specimen signatures of each officer of the Company authorized to execute and deliver the Transaction Documents

[Signature Page Follows]

SIGNATURE PAGE TO SECRETARY'S CERTIFICATE OF STONEFIELD LOGISTICS GROUP INC.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.

STONEFIELD LOGISTICS GROUP INC., a Delaware corporation

By: ________

Name: Robert D. Nagamine

Title: General Counsel and Secretary

Date: September 29, 2023

Address:

4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107

COUNTER-CERTIFICATION

The undersigned, Marcus W. Ellison, in his capacity as Chief Executive Officer of Stonefield Logistics Group Inc., hereby confirms and certifies that Robert D. Nagamine is the duly elected, qualified, and acting General Counsel and Secretary of Stonefield Logistics Group Inc., that he holds such office as of the date hereof, that he is authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company, and that the signature appearing above is the true and genuine signature of Robert D. Nagamine.

STONEFIELD LOGISTICS GROUP INC., a Delaware corporation

By: ________

Name: Marcus W. Ellison

Title: Chief Executive Officer

Date: September 29, 2023

Name	Title	Authorized Actions
Marcus W. Ellison	Chief Executive Officer	Execution of the Mezzanine Credit Agreement, the Intercreditor Agreement, Amendment No. 3 to the Senior Credit Agreement, the Officer's Certificate, and all other Transaction Documents
Janet R. Prescott	Chief Financial Officer	Execution of the Mezzanine Credit Agreement, the Solvency Certificate, the Compliance Certificate, the Borrowing Request, and all other Transaction Documents
Robert D. Nagamine	General Counsel and Secretary	Execution of the Mezzanine Credit Agreement, this Secretary's Certificate, all other secretary's certificates, and all other Transaction Documents

SECRETARY'S CERTIFICATE OF STONEFIELD LOGISTICS GROUP INC.
September 29, 2023
Delivered pursuant to Section 4.01(f) of the Mezzanine Credit Agreement, dated as of September 14, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Company" or "Borrower"), Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender"), and the guarantors party thereto from time to time.
Delivered to:
Ridgeline Mezzanine Capital Fund III, LP 767 Lexington Avenue, 22nd Floor New York, New York 10065
Attention: Portfolio Management — Stonefield Account
— and —
Archer Blackwell & Moss LLP 1585 Broadway, 34th Floor New York, New York 10036
Attention: David C. Hargrove, Esq.
PREAMBLE
I, Robert D. Nagamine, in my capacity as General Counsel and Secretary of Stonefield Logistics Group Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107, and its registered agent for service of process in the State of Delaware being Pinnacle Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, Employer Identification Number 84-3217650, do hereby certify as follows in connection with the closing of the One Hundred Twenty Million Dollar ($120,000,000) mezzanine term loan facility (the "Mezzanine Facility") occurring on the date hereof, September 29, 2023, as a condition precedent to the initial borrowing by the Company under the Mezzanine Credit Agreement.
This Secretary's Certificate (this "Certificate") is delivered in connection with and as a condition precedent to the initial borrowing under the Mezzanine Credit Agreement and the consummation of the transactions contemplated thereby and by each of the following related transaction documents (collectively, the "Transaction Documents"):
(a) the Mezzanine Credit Agreement, dated as of September 14, 2023, among the Company, the Mezzanine Lender, and the guarantors party thereto;
(b) the Intercreditor Agreement, dated as of September 14, 2023 (the "Intercreditor Agreement"), among Whitmore National Bank, N.A., as administrative agent and collateral agent under the Senior Credit Agreement (in such capacity, the "Senior Agent"), Ridgeline Mezzanine Capital Fund III, LP, as the Mezzanine Lender, and acknowledged by the Company and the guarantors party thereto;
(c) the Mezzanine Guaranty Agreement, dated as of September 29, 2023 (the "Mezzanine Guaranty Agreement"), executed by each of the guarantors in favor of the Mezzanine Lender;
(d) the Mezzanine Pledge and Security Agreement, dated as of September 29, 2023 (the "Mezzanine Pledge and Security Agreement"), among the Company, the guarantors party thereto, and the Mezzanine Lender;
(e) the Parent Equity Pledge Agreement, dated as of September 29, 2023 (the "Parent Equity Pledge Agreement"), executed in favor of the Mezzanine Lender;
(f) the Warrant Agreement, dated as of September 29, 2023 (the "Warrant Agreement"), between the Company and the Mezzanine Lender, providing for the issuance of warrants representing 3.0% of the fully-diluted equity of the Company;
(g) the Registration Rights Agreement, dated as of September 29, 2023 (the "Registration Rights Agreement"), between the Company and the Mezzanine Lender; and
(h) Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of April 7, 2022 (as so amended, the "Senior Credit Agreement"), among the Company, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, which Amended and Restated Credit Agreement was originally dated as of November 15, 2019 ("Amendment No. 3").
I am duly authorized to execute and deliver this Certificate on behalf of the Company, and I have access to the books and records of the Company necessary to make the certifications set forth herein. In making the certifications set forth below, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, documents, certificates, and other instruments as I have deemed necessary or appropriate as a basis for the certifications hereinafter set forth.
CERTIFICATIONS
1. Certificate of Incorporation
I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Stonefield Logistics Group Inc. (including all certificates of amendment and certificates of designation relating thereto), as filed with and certified by the Secretary of State of the State of Delaware (collectively, the "Certificate of Incorporation"). The Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of its most recent filing with the Secretary of State of the State of Delaware, and no action has been taken by the Board of Directors, the stockholders, or any other person or entity to amend, restate, supplement, or otherwise modify the Certificate of Incorporation. The Certificate of Incorporation remains in full force and effect as of the date hereof, and the Company was incorporated and continues to exist under the laws of the State of Delaware.
2. Bylaws.  I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Stonefield Logistics Group Inc. (including all amendments thereto), as currently in effect (the "Bylaws"). The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of their most recent adoption or amendment, and no action has been taken by the Board of Directors, the stockholders, or any other person or entity to amend, restate, supplement, or otherwise modify the Bylaws. The Bylaws remain in full force and effect as of the date hereof and constitute the only bylaws of the Company.
3. Board Resolutions
I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Stonefield Logistics Group Inc. by unanimous written consent in lieu of a meeting, effective as of September 12, 2023, in accordance with the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company. The Resolutions were duly adopted by all members of the Board of Directors then in office, and all necessary corporate proceedings required to authorize the adoption of such Resolutions were properly taken.
The Resolutions authorize, among other things, each of the following:
(a) Mezzanine Credit Agreement. The entry by the Company into the Mezzanine Credit Agreement, dated as of September 14, 2023, with Ridgeline Mezzanine Capital Fund III, LP, as the Mezzanine Lender, providing for a mezzanine term loan facility in the aggregate principal amount of $120,000,000 on the terms and conditions set forth therein, and the execution, delivery, and performance by the Company of all of its obligations under the Mezzanine Credit Agreement.
(b) Ancillary Transaction Documents. The execution, delivery, and performance of all ancillary Transaction Documents, including without limitation the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Warrant Agreement (providing for 3.0% warrant coverage of the fully-diluted equity of the Company on a post-exercise basis, at an exercise price of $0.01 per share), the Registration Rights Agreement, and all related certificates, instruments, opinions, and agreements contemplated by the Mezzanine Credit Agreement or otherwise required in connection with the closing of the Mezzanine Facility.
(c) Amendment No. 3 to Senior Credit Agreement. The execution, delivery, and performance of Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of April 7, 2022, among the Company, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (the original Amended and Restated Credit Agreement having been dated as of November 15, 2019), to permit, among other things, the incurrence of the mezzanine indebtedness contemplated by the Mezzanine Credit Agreement and the granting of second-priority liens in connection therewith.
(d) Intercreditor Agreement. The execution, delivery, and performance of the Intercreditor Agreement with Whitmore National Bank, N.A., in its capacity as Senior Agent, and Ridgeline Mezzanine Capital Fund III, LP, in its capacity as the Mezzanine Lender, governing the relative rights and priorities of the Senior Agent and the Mezzanine Lender with respect to the collateral securing the Company's obligations.
(e) Second-Priority Security Interests. The grant of second-priority security interests and liens in substantially all assets of the Company and its subsidiaries (subject to existing first-priority liens in favor of the Senior Agent under the Senior Credit Agreement) pursuant to the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, and each other security document contemplated thereby.
(f) UCC-1 Financing Statements. The filing of UCC-1 financing statements in the State of Delaware (with the Delaware Secretary of State) and in the State of Texas (with the Texas Secretary of State), and in such other jurisdictions as may be necessary or desirable, naming the Company as debtor and the Mezzanine Lender as secured party, to perfect the second-priority security interests granted pursuant to the Mezzanine Pledge and Security Agreement.
(g) Borrowing and Payment of Fees and Expenses. The borrowing of $120,000,000 under the Mezzanine Credit Agreement and the payment of all related fees and expenses in connection with the Mezzanine Facility and the transactions contemplated by the Transaction Documents, including without limitation:
(i) a commitment fee in the amount of $2,400,000 payable to Ridgeline Mezzanine Capital Fund III, LP;
(ii) a financial advisory fee in the amount of $900,000 payable to Zynvaro Thornton Advisory Group, LLC;
(iii) legal fees and disbursements payable to Calderwood & Harkness LLP, as counsel to the Company, and to Archer Blackwell & Moss LLP, as counsel to the Mezzanine Lender;
(iv) a Senior Agent amendment fee in the amount of $137,500 payable to Whitmore National Bank, N.A., in connection with the execution and delivery of Amendment No. 3; and
(v) all other fees, costs, and expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Transaction Documents.
(h) Issuance of Warrants. The issuance of warrants to Ridgeline Mezzanine Capital Fund III, LP (or its designees) pursuant to the Warrant Agreement, representing 3.0% of the fully-diluted equity of the Company on a post-exercise basis, exercisable at a price of $0.01 per share, and the reservation of a sufficient number of shares of common stock of the Company for issuance upon exercise of such warrants.
(i) Designation and Authorization of Officers. The designation and authorization of certain officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Secretary, to execute and deliver all documents and instruments and to take all actions as they may determine to be necessary, advisable, or appropriate in order to consummate the transactions contemplated by the Transaction Documents, with such modifications, amendments, or supplements to the form of such documents as such officers may approve, the execution thereof by any such officer to be conclusive evidence of such approval.
I further certify that the Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company that would in any way conflict with, limit, restrict, or modify the Resolutions attached hereto as Exhibit C or the authority granted to any officer thereunder.
4. Good Standing
I hereby certify that the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. A certificate of good standing issued by the Secretary of State of the State of Delaware, dated not earlier than five (5) business days prior to the date hereof, has been obtained by the Company and is being separately delivered to the Mezzanine Lender and its counsel concurrently with the delivery of this Certificate. I further certify that the Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas and in each other jurisdiction where the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect (as defined in the Mezzanine Credit Agreement).
5. Incumbency Certificate
I hereby certify that attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company who is authorized to execute and deliver the Mezzanine Credit Agreement and each of the other Transaction Documents on behalf of the Company.
The officers listed below are the duly elected or appointed, duly qualified, and currently serving officers of the Company in the capacities set forth opposite their respective names, and the signatures set forth opposite their respective names are their true and genuine signatures:
Each of the above-named officers has been duly elected or appointed to the office set forth opposite his or her name in accordance with the Certificate of Incorporation and Bylaws of the Company, is duly qualified, and is serving in such capacity as of the date hereof. No proceedings have been instituted or are pending for the removal of any such officer from his or her respective office.
Specimen Signatures:
Marcus W. Ellison, Chief Executive Officer
Signature: ________
Janet R. Prescott, Chief Financial Officer
Signature: ________
Robert D. Nagamine, General Counsel and Secretary
Signature: ________
6. No Proceedings
I hereby certify that, as of the date hereof, no proceedings have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened for the dissolution, liquidation, winding up, or termination of the Company, whether voluntary or involuntary, under the General Corporation Law of the State of Delaware or under any other applicable law. No proceedings have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened for the appointment of a receiver, custodian, trustee, or similar official for the Company or for any substantial part of the assets or properties of the Company, and no order, judgment, or decree appointing any such receiver, custodian, trustee, or similar official has been entered. No petition has been filed by or against the Company under Title 11 of the United States Code (the Bankruptcy Code) or any similar federal, state, or foreign law relating to insolvency, reorganization, or relief of debtors, and no such filing is contemplated.
7. No Amendments or Conflicts
I hereby certify that the execution, delivery, and performance by the Company of the Mezzanine Credit Agreement and each of the other Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (a) violate, contravene, or conflict with the Certificate of Incorporation or the Bylaws of the Company, (b) violate, contravene, or conflict with any resolution adopted by the Board of Directors or the stockholders of the Company, (c) result in a breach of, or constitute a default (or an event that with the giving of notice or the lapse of time or both would constitute a default) under, any material agreement, indenture, lease, instrument, or other document to which the Company is a party or by which its assets may be bound, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of the Company, other than the liens created pursuant to the Transaction Documents.
I further certify that no consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, or regulatory body, or of or with any third party, is required in connection with the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby, other than (i) those that have already been obtained or made, including without limitation the written consent of Whitmore National Bank, N.A., in its capacity as Senior Agent under the Senior Credit Agreement, received on September 5, 2023, (ii) filings of UCC-1 financing statements as contemplated by the Transaction Documents, and (iii) such consents, approvals, authorizations, registrations, or filings, the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.
GENERAL PROVISIONS
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings assigned to such terms in the Mezzanine Credit Agreement.
The undersigned is making the certifications set forth in this Certificate solely in his capacity as General Counsel and Secretary of Stonefield Logistics Group Inc. and not in his individual capacity, and the undersigned shall have no personal liability with respect to any of the matters certified herein.
The Mezzanine Lender and its counsel, Archer Blackwell & Moss LLP, may rely on this Certificate and the exhibits attached hereto and the certifications and statements contained herein as if this Certificate were addressed directly to each of them, and such reliance shall be deemed reasonable for all purposes in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby.
This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile transmission or electronic transmission (including by .pdf) shall be effective as delivery of a manually executed counterpart.
EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Certificate of Incorporation of Stonefield Logistics Group Inc. (including all certificates of amendment and certificates of designation), as filed with and certified by the Secretary of State of the State of Delaware
Exhibit B — Bylaws of Stonefield Logistics Group Inc. (including all amendments thereto), as currently in effect
Exhibit C — Resolutions of the Board of Directors of Stonefield Logistics Group Inc. adopted by unanimous written consent effective September 12, 2023, authorizing the Mezzanine Facility and the related transactions contemplated by the Transaction Documents
Exhibit D — Incumbency Certificate listing the names, titles, and specimen signatures of each officer of the Company authorized to execute and deliver the Transaction Documents
[Signature Page Follows]
SIGNATURE PAGE TO SECRETARY'S CERTIFICATE OF STONEFIELD LOGISTICS GROUP INC.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
STONEFIELD LOGISTICS GROUP INC., a Delaware corporation
By: ________
Name: Robert D. Nagamine
Title: General Counsel and Secretary
Date: September 29, 2023
Address:
4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107
COUNTER-CERTIFICATION
The undersigned, Marcus W. Ellison, in his capacity as Chief Executive Officer of Stonefield Logistics Group Inc., hereby confirms and certifies that Robert D. Nagamine is the duly elected, qualified, and acting General Counsel and Secretary of Stonefield Logistics Group Inc., that he holds such office as of the date hereof, that he is authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company, and that the signature appearing above is the true and genuine signature of Robert D. Nagamine.
STONEFIELD LOGISTICS GROUP INC., a Delaware corporation
By: ________
Name: Marcus W. Ellison
Title: Chief Executive Officer
Date: September 29, 2023
Name | Title | Authorized Actions
Marcus W. Ellison | Chief Executive Officer | Execution of the Mezzanine Credit Agreement, the Intercreditor Agreement, Amendment No. 3 to the Senior Credit Agreement, the Officer's Certificate, and all other Transaction Documents
Janet R. Prescott | Chief Financial Officer | Execution of the Mezzanine Credit Agreement, the Solvency Certificate, the Compliance Certificate, the Borrowing Request, and all other Transaction Documents
Robert D. Nagamine | General Counsel and Secretary | Execution of the Mezzanine Credit Agreement, this Secretary's Certificate, all other secretary's certificates, and all other Transaction Documents

SECRETARY'S CERTIFICATE OF STONEFIELD LOGISTICS GROUP INC.

PREAMBLE

CERTIFICATIONS

GENERAL PROVISIONS

EXHIBITS

SIGNATURE PAGE TO SECRETARY'S CERTIFICATE OF STONEFIELD LOGISTICS GROUP INC.

COUNTER-CERTIFICATION

Record

Parties

Dates

Amounts