1012-00002 · Stonefield Logistics Group · Closing

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SECRETARY'S CERTIFICATE

STONEFIELD LOGISTICS GROUP INC.

December 19, 2023

This Secretary's Certificate (this "Certificate") of Stonefield Logistics Group Inc., a Delaware corporation (the "Company"), is delivered on the date first written above in connection with:

(i) that certain Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023 (the "Amended Credit Agreement"), among Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware, the Guarantors party thereto from time to time, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "First Lien Agent"), and the several banks, financial institutions, and other entities from time to time party thereto as Lenders; and

(ii) that certain Super-Priority Credit Agreement, dated as of November 17, 2023 (the "Super-Priority Credit Agreement" and, together with the Amended Credit Agreement, the "Credit Agreements"), among the Company, the Guarantors party thereto from time to time, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender (in such capacities, the "Super-Priority Agent" and, together with the First Lien Agent, the "Agents").

This Certificate is delivered as a condition to the consummation of the closing of the transactions contemplated by each of the Amended Credit Agreement and the Super-Priority Credit Agreement, as required pursuant to Section 4.01(f) of the Amended Credit Agreement and Section 4.01(e) of the Super-Priority Credit Agreement, respectively, and is being delivered to each of the Agents and each of the Lenders party to the Credit Agreements.

RECITALS AND CERTIFICATION PREAMBLE

The undersigned, Howard Kessler, hereby certifies that he is the duly elected, qualified, and acting 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 undersigned further certifies the following information with respect to the Company:

Full Legal Name: Stonefield Logistics Group Inc.

Entity Type: Corporation

Jurisdiction of Incorporation: State of Delaware

Delaware Secretary of State File Number: 6341872

Federal Employer Identification Number (EIN): 83-2457109

Principal Executive Office and Headquarters: 4200 Commerce Street, Suite 1500, Dallas, TX 75201

Registered Agent in the State of Delaware: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801

The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company in his capacity as General Counsel and Secretary and has personal knowledge of the matters set forth herein. This Certificate is delivered as a condition to the closing of the transactions contemplated under Section 4.01(f) of the Amended Credit Agreement and Section 4.01(e) of the Super-Priority Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement or the Super-Priority Credit Agreement, as the context may require and as applicable.

The undersigned hereby certifies to the Agents and the Lenders as follows:

SECTION 1: GOOD STANDING AND ORGANIZATION

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has not been dissolved, merged, consolidated, or otherwise terminated, and no certificate of dissolution, certificate of merger, or similar instrument has been filed with respect to the Company with the Secretary of State of the State of Delaware since the date of the Company's original incorporation, except as contemplated by the Amended and Restated Certificate of Incorporation described in Section 2(a) below.

The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets as presently owned, leased, and operated and to carry on its business as presently conducted. The Company further has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Amended Credit Agreement, the Super-Priority Credit Agreement, and each of the other documents, instruments, agreements, and certificates executed, delivered, or filed in connection with the restructuring transactions contemplated thereby (collectively, the "Transaction Documents"), including, without limitation, the following:

(a) the Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, by and among the Company, the First Lien Agent, the Super-Priority Agent, and the other parties thereto;

(b) the Super-Priority Guaranty Agreement, dated as of November 17, 2023, by and among the Guarantors party thereto and the Super-Priority Agent;

(c) the Super-Priority Pledge and Security Agreement, dated as of November 17, 2023, by and among the Company, the Guarantors party thereto, and the Super-Priority Agent;

(d) the Exchange Agreement, dated as of December 8, 2023, by and among the Company, the Guarantors party thereto, and the holders of the Company's 9.75% Senior Secured Mezzanine Notes due 2025 (the "Mezzanine Notes") party thereto;

(e) the First Supplemental Indenture, dated as of December 8, 2023, by and among the Company, the Guarantors party thereto, and Continental Illinois Trust Company, N.A., as Trustee, supplementing the Indenture dated as of March 15, 2019, governing the Mezzanine Notes;

(f) the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, by and among the Company and the stockholders party thereto;

(g) the Amended and Restated Certificate of Incorporation of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware;

(h) the Certificate of Designations of Series A Preferred Stock of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware;

(i) the Registration Rights Agreement, dated as of December 12, 2023, by and among the Company and the holders party thereto; and

(j) all other agreements, instruments, certificates, documents, and deliverables executed, delivered, or filed by the Company or any of its subsidiaries in connection with the transactions contemplated by the Credit Agreements and the other Transaction Documents.

The execution, delivery, and performance by the Company of the Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company, including the resolutions of the Board of Directors of the Company referenced in Section 3 below.

SECTION 2: CHARTER DOCUMENTS

Section 2(a): Amended and Restated Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Stonefield Logistics Group Inc. (the "Amended Charter"), dated December 12, 2023, as duly adopted by the Board of Directors of the Company and the stockholders of the Company and filed with the Secretary of State of the State of Delaware on December 12, 2023. The Amended Charter is in full force and effect as of the date hereof and has not been further amended, restated, supplemented, or otherwise modified since December 12, 2023, and no action has been taken by the Board of Directors, the stockholders of the Company, or any other person or entity to amend, restate, supplement, or otherwise modify the Amended Charter.

The Amended Charter, among other things, authorizes the new capital structure of the Company, including (i) 100,000,000 shares of common stock, par value $0.01 per share (the "Common Stock"), and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"), of which 3,500,000 shares have been designated as Series A Preferred Stock pursuant to the Certificate of Designations described in Section 2(b) below. The Amended Charter reflects the amendments necessary to effectuate the restructuring transactions, including the equitization of $140.0 million in aggregate principal amount of outstanding Mezzanine Notes and the creation of the Series A Preferred Stock.

Section 2(b): Certificate of Designations — Series A Preferred Stock

Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Designations, Preferences, and Rights of the Series A Preferred Stock of Stonefield Logistics Group Inc. (the "Certificate of Designations"), dated December 12, 2023, as duly adopted by the Board of Directors of the Company and filed with the Secretary of State of the State of Delaware on December 12, 2023. The Certificate of Designations establishes the terms, rights, preferences, privileges, and restrictions of the Series A Preferred Stock, including, without limitation:

(i) an aggregate liquidation preference of $35,000,000.00 (Thirty-Five Million Dollars);

(ii) a cumulative dividend rate of 10.00% per annum, compounding quarterly and payable in kind ("PIK") by the addition of the accrued dividend amount to the liquidation preference on each quarterly dividend payment date; and

(iii) a liquidation preference that is senior in right of payment to the Common Stock and to any other class or series of equity securities of the Company designated as junior to the Series A Preferred Stock.

The Certificate of Designations is in full force and effect as of the date hereof and has not been amended, restated, supplemented, or otherwise modified since December 12, 2023, and no action has been taken by the Board of Directors, the stockholders of the Company, or any other person or entity to amend, restate, supplement, or otherwise modify the Certificate of Designations.

Section 2(c): Bylaws

Attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of Stonefield Logistics Group Inc. (the "Bylaws") as currently in effect. The Bylaws have not been amended, restated, supplemented, or otherwise modified except as reflected in the copy attached hereto as Exhibit C. No action has been taken by the Board of Directors or the stockholders of the Company to further amend, restate, supplement, or otherwise modify the Bylaws, and no such action is currently pending or contemplated.

SECTION 3: BOARD RESOLUTIONS

Section 3(a): Board Resolutions — Approval of Restructuring Transactions (June 29, 2023)

Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "June Resolutions") duly adopted by the Board of Directors of the Company at a duly called and convened meeting of the Board of Directors held on June 29, 2023, at which a quorum was present and acting throughout. The June Resolutions were adopted by the affirmative vote of a majority of the directors present at such meeting, and all procedural requirements under the Company's Amended Charter, Bylaws, and the Delaware General Corporation Law for the adoption of such resolutions were satisfied.

The June Resolutions approved, authorized, and ratified, among other things:

(a) entry by the Company into that certain Restructuring Support Agreement, dated as of June 30, 2023 (the "RSA"), by and among the Company, the Guarantors, certain holders of the Company's first lien term loans, certain holders of the Mezzanine Notes, and Belvedere Credit Opportunities Fund LP, setting forth the principal terms and conditions of the proposed restructuring transactions;

(b) the proposed restructuring transactions, including (i) the amendment and extension of the Company's existing first lien credit facility through the Amended Credit Agreement, (ii) the incurrence of a new $55,000,000.00 (Fifty-Five Million Dollars) super-priority term loan facility pursuant to the Super-Priority Credit Agreement, and (iii) the equitization of $140,000,000.00 (One Hundred Forty Million Dollars) in aggregate principal amount of outstanding Mezzanine Notes into equity securities of the Company, including Common Stock and Series A Preferred Stock;

(c) the engagement of Calderwood & Harkness LLP as restructuring counsel to the Company and Hargrove Advisory Group LLC as financial advisor to the Company in connection with the restructuring transactions; and

(d) the authorization and empowerment of Marcus Delano, Chief Executive Officer, Priya Sundaram, Chief Financial Officer, and Howard Kessler, General Counsel and Secretary, each acting individually or together, to negotiate, finalize, execute, and deliver all definitive documentation, agreements, instruments, certificates, filings, and other deliverables necessary or desirable to consummate the restructuring transactions on terms and conditions consistent with the RSA and such other terms as any such officer may deem to be in the best interests of the Company and its stakeholders.

The June Resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.

Section 3(b): Board Resolutions — Authorization of Closing and Execution of Definitive Documents (December 11, 2023)

Attached hereto as Exhibit E is a true, correct, and complete copy of the resolutions (the "December Resolutions" and, together with the June Resolutions, the "Resolutions") duly adopted by the Board of Directors of the Company at a duly called and convened meeting of the Board of Directors held on December 11, 2023, at which a quorum was present and acting throughout. The December Resolutions were adopted by the affirmative vote of a majority of the directors present at such meeting, and all procedural requirements under the Company's Amended Charter, Bylaws, and the Delaware General Corporation Law for the adoption of such resolutions were satisfied.

The December Resolutions authorized, approved, and ratified, among other things:

(a) the closing and consummation of the restructuring transactions on terms consistent with the RSA and the definitive documentation negotiated and finalized in connection therewith;

(b) the execution, delivery, and performance by the Company of each of the Transaction Documents, including, without limitation:

(i) the Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023;

(ii) the Super-Priority Credit Agreement, dated as of November 17, 2023;

(iii) the Amended and Restated Intercreditor Agreement, dated as of November 10, 2023;

(iv) the Exchange Agreement, dated as of December 8, 2023;

(v) the First Supplemental Indenture, dated as of December 8, 2023;

(vi) the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023;

(vii) the Amended and Restated Certificate of Incorporation, dated as of December 12, 2023;

(viii) the Certificate of Designations of Series A Preferred Stock, dated as of December 12, 2023;

(ix) the Registration Rights Agreement, dated as of December 12, 2023; and

(x) all ancillary agreements, instruments, certificates, and documents contemplated thereby or delivered in connection therewith;

(c) the filing of the Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware;

(d) the issuance of shares of Common Stock and Series A Preferred Stock in connection with the equitization of the Mezzanine Notes pursuant to the Exchange Agreement;

(e) the direction to the officers of the Company to take all further actions and to execute and deliver all further agreements, instruments, certificates, documents, and filings as may be necessary, desirable, or appropriate to consummate the restructuring transactions and to carry out the purposes and intent of the Resolutions, including the execution of this Certificate and the delivery of all closing deliverables required under the Credit Agreements; and

(f) the ratification and confirmation of all actions previously taken by the officers, directors, agents, and representatives of the Company in connection with the negotiation, preparation, execution, and delivery of the Transaction Documents and the consummation of the restructuring transactions.

The December Resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.

Section 3(c): No Other Resolutions

No resolutions other than the June Resolutions and the December Resolutions have been adopted by the Board of Directors of the Company (or any committee thereof) relating to the Transaction Documents, the restructuring transactions, or any of the other matters contemplated thereby. No action by written consent of the Board of Directors has been taken with respect to the Transaction Documents or the restructuring transactions other than as set forth in the Resolutions attached hereto as Exhibits D and E.

SECTION 4: INCUMBENCY OF OFFICERS

The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices and positions set forth opposite their respective names below. The signatures set forth opposite their respective names below are their true and genuine signatures. Each such officer is authorized, individually and without the joinder of any other officer or person, to execute and deliver the Transaction Documents and any and all other certificates, agreements, instruments, and documents on behalf of the Company in connection with the restructuring transactions:

Each of the foregoing officers held his or her respective office on each date on which any Transaction Document was executed and delivered on behalf of the Company and continues to hold such office as of the date hereof. No proceedings have been commenced or are pending for the removal of any of the foregoing officers, and no resignation of any of the foregoing officers has been tendered, submitted, or is otherwise effective or pending.

SECTION 5: NO PROCEEDINGS

No proceedings for the dissolution, liquidation, merger, consolidation, conversion, domestication, or winding up of the Company have been commenced, are pending, or are contemplated by the Board of Directors or the stockholders of the Company as of the date hereof. No certificate of dissolution, certificate of merger, certificate of conversion, or similar instrument has been filed or is pending to be filed with the Secretary of State of the State of Delaware or with any other governmental authority with respect to the Company, except as described in Section 2 above with respect to the Amended and Restated Certificate of Incorporation and the Certificate of Designations.

No petition in bankruptcy or for reorganization of the Company has been filed by or against the Company under any provision of the United States Bankruptcy Code (Title 11 of the United States Code) or under any other federal or state bankruptcy, insolvency, receivership, or similar law, and no receiver, trustee, custodian, liquidator, or similar official has been appointed for the Company or for any substantial part of its property or assets. No assignment for the benefit of creditors has been made by the Company.

SECTION 6: ADDITIONAL CERTIFICATIONS

The undersigned further certifies as follows:

(a) Principal Office. The Company's principal executive office and headquarters is located at 4200 Commerce Street, Suite 1500, Dallas, TX 75201.

(b) Registered Agent. The Company's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Such registered agent appointment is current and in good standing with the Secretary of State of the State of Delaware.

(d) Delaware File Number. The Company's file number with the Secretary of State of the State of Delaware is 6341872.

(e) Fiscal Year. The Company's fiscal year ends on December 31 of each calendar year.

(f) Exact Legal Name. The exact legal name of the Company as it appears in the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware is "Stonefield Logistics Group Inc." The Company does not currently use any other legal name, trade name, fictitious name, or assumed name for the purpose of conducting its business or entering into contracts, other than as may be disclosed in writing to the Agents.

[Remainder of this page intentionally left blank; signature page follows.]

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of December 19, 2023, and hereby certifies that each of the foregoing statements is true, correct, and complete in all material respects as of the date hereof.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Howard Kessler

Title: General Counsel and Secretary

Date: December 19, 2023

COUNTER-CERTIFICATION OF INCUMBENCY OF SECRETARY

The undersigned, Marcus Delano, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Stonefield Logistics Group Inc., a Delaware corporation, and in such capacity hereby further certifies that Howard Kessler is the duly elected, qualified, and acting General Counsel and Secretary of Stonefield Logistics Group Inc., that the signature appearing on the preceding page of this Secretary's Certificate is the true and genuine signature of Howard Kessler, and that Howard Kessler is duly authorized to execute and deliver this Secretary's Certificate on behalf of the Company in connection with the Transaction Documents and the restructuring transactions described herein.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Marcus Delano

Title: Chief Executive Officer

Date: December 19, 2023

LIST OF EXHIBITS

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

[Exhibits follow this page]

Name	Title	Signature
Marcus Delano	Chief Executive Officer	________
Priya Sundaram	Chief Financial Officer	________
Howard Kessler	General Counsel and Secretary	________
Exhibit	Description
Exhibit A	Amended and Restated Certificate of Incorporation of Stonefield Logistics Group Inc. (dated December 12, 2023)
Exhibit B	Certificate of Designations of Series A Preferred Stock of Stonefield Logistics Group Inc. (dated December 12, 2023)
Exhibit C	Bylaws of Stonefield Logistics Group Inc. (as currently in effect)
Exhibit D	Resolutions of the Board of Directors of Stonefield Logistics Group Inc. adopted June 29, 2023 (Approval of Restructuring Transactions and Restructuring Support Agreement)
Exhibit E	Resolutions of the Board of Directors of Stonefield Logistics Group Inc. adopted December 11, 2023 (Authorization of Closing and Execution of Definitive Documents)

SECRETARY'S CERTIFICATE
OF
STONEFIELD LOGISTICS GROUP INC.
December 19, 2023
This Secretary's Certificate (this "Certificate") of Stonefield Logistics Group Inc., a Delaware corporation (the "Company"), is delivered on the date first written above in connection with:
(i) that certain Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023 (the "Amended Credit Agreement"), among Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware, the Guarantors party thereto from time to time, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "First Lien Agent"), and the several banks, financial institutions, and other entities from time to time party thereto as Lenders; and
(ii) that certain Super-Priority Credit Agreement, dated as of November 17, 2023 (the "Super-Priority Credit Agreement" and, together with the Amended Credit Agreement, the "Credit Agreements"), among the Company, the Guarantors party thereto from time to time, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender (in such capacities, the "Super-Priority Agent" and, together with the First Lien Agent, the "Agents").
This Certificate is delivered as a condition to the consummation of the closing of the transactions contemplated by each of the Amended Credit Agreement and the Super-Priority Credit Agreement, as required pursuant to Section 4.01(f) of the Amended Credit Agreement and Section 4.01(e) of the Super-Priority Credit Agreement, respectively, and is being delivered to each of the Agents and each of the Lenders party to the Credit Agreements.
RECITALS AND CERTIFICATION PREAMBLE
The undersigned, Howard Kessler, hereby certifies that he is the duly elected, qualified, and acting 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 undersigned further certifies the following information with respect to the Company:
Full Legal Name: Stonefield Logistics Group Inc.
Entity Type: Corporation
Jurisdiction of Incorporation: State of Delaware
Delaware Secretary of State File Number: 6341872
Federal Employer Identification Number (EIN): 83-2457109
Principal Executive Office and Headquarters: 4200 Commerce Street, Suite 1500, Dallas, TX 75201
Registered Agent in the State of Delaware: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801
The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company in his capacity as General Counsel and Secretary and has personal knowledge of the matters set forth herein. This Certificate is delivered as a condition to the closing of the transactions contemplated under Section 4.01(f) of the Amended Credit Agreement and Section 4.01(e) of the Super-Priority Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement or the Super-Priority Credit Agreement, as the context may require and as applicable.
The undersigned hereby certifies to the Agents and the Lenders as follows:
SECTION 1: GOOD STANDING AND ORGANIZATION
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has not been dissolved, merged, consolidated, or otherwise terminated, and no certificate of dissolution, certificate of merger, or similar instrument has been filed with respect to the Company with the Secretary of State of the State of Delaware since the date of the Company's original incorporation, except as contemplated by the Amended and Restated Certificate of Incorporation described in Section 2(a) below.
The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets as presently owned, leased, and operated and to carry on its business as presently conducted. The Company further has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Amended Credit Agreement, the Super-Priority Credit Agreement, and each of the other documents, instruments, agreements, and certificates executed, delivered, or filed in connection with the restructuring transactions contemplated thereby (collectively, the "Transaction Documents"), including, without limitation, the following:
(a) the Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, by and among the Company, the First Lien Agent, the Super-Priority Agent, and the other parties thereto;
(b) the Super-Priority Guaranty Agreement, dated as of November 17, 2023, by and among the Guarantors party thereto and the Super-Priority Agent;
(c) the Super-Priority Pledge and Security Agreement, dated as of November 17, 2023, by and among the Company, the Guarantors party thereto, and the Super-Priority Agent;
(d) the Exchange Agreement, dated as of December 8, 2023, by and among the Company, the Guarantors party thereto, and the holders of the Company's 9.75% Senior Secured Mezzanine Notes due 2025 (the "Mezzanine Notes") party thereto;
(e) the First Supplemental Indenture, dated as of December 8, 2023, by and among the Company, the Guarantors party thereto, and Continental Illinois Trust Company, N.A., as Trustee, supplementing the Indenture dated as of March 15, 2019, governing the Mezzanine Notes;
(f) the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, by and among the Company and the stockholders party thereto;
(g) the Amended and Restated Certificate of Incorporation of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware;
(h) the Certificate of Designations of Series A Preferred Stock of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware;
(i) the Registration Rights Agreement, dated as of December 12, 2023, by and among the Company and the holders party thereto; and
(j) all other agreements, instruments, certificates, documents, and deliverables executed, delivered, or filed by the Company or any of its subsidiaries in connection with the transactions contemplated by the Credit Agreements and the other Transaction Documents.
The execution, delivery, and performance by the Company of the Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company, including the resolutions of the Board of Directors of the Company referenced in Section 3 below.
SECTION 2: CHARTER DOCUMENTS
Section 2(a): Amended and Restated Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Stonefield Logistics Group Inc. (the "Amended Charter"), dated December 12, 2023, as duly adopted by the Board of Directors of the Company and the stockholders of the Company and filed with the Secretary of State of the State of Delaware on December 12, 2023. The Amended Charter is in full force and effect as of the date hereof and has not been further amended, restated, supplemented, or otherwise modified since December 12, 2023, and no action has been taken by the Board of Directors, the stockholders of the Company, or any other person or entity to amend, restate, supplement, or otherwise modify the Amended Charter.
The Amended Charter, among other things, authorizes the new capital structure of the Company, including (i) 100,000,000 shares of common stock, par value $0.01 per share (the "Common Stock"), and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"), of which 3,500,000 shares have been designated as Series A Preferred Stock pursuant to the Certificate of Designations described in Section 2(b) below. The Amended Charter reflects the amendments necessary to effectuate the restructuring transactions, including the equitization of $140.0 million in aggregate principal amount of outstanding Mezzanine Notes and the creation of the Series A Preferred Stock.
Section 2(b): Certificate of Designations — Series A Preferred Stock
Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Designations, Preferences, and Rights of the Series A Preferred Stock of Stonefield Logistics Group Inc. (the "Certificate of Designations"), dated December 12, 2023, as duly adopted by the Board of Directors of the Company and filed with the Secretary of State of the State of Delaware on December 12, 2023. The Certificate of Designations establishes the terms, rights, preferences, privileges, and restrictions of the Series A Preferred Stock, including, without limitation:
(i) an aggregate liquidation preference of $35,000,000.00 (Thirty-Five Million Dollars);
(ii) a cumulative dividend rate of 10.00% per annum, compounding quarterly and payable in kind ("PIK") by the addition of the accrued dividend amount to the liquidation preference on each quarterly dividend payment date; and
(iii) a liquidation preference that is senior in right of payment to the Common Stock and to any other class or series of equity securities of the Company designated as junior to the Series A Preferred Stock.
The Certificate of Designations is in full force and effect as of the date hereof and has not been amended, restated, supplemented, or otherwise modified since December 12, 2023, and no action has been taken by the Board of Directors, the stockholders of the Company, or any other person or entity to amend, restate, supplement, or otherwise modify the Certificate of Designations.
Section 2(c): Bylaws
Attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of Stonefield Logistics Group Inc. (the "Bylaws") as currently in effect. The Bylaws have not been amended, restated, supplemented, or otherwise modified except as reflected in the copy attached hereto as Exhibit C. No action has been taken by the Board of Directors or the stockholders of the Company to further amend, restate, supplement, or otherwise modify the Bylaws, and no such action is currently pending or contemplated.
SECTION 3: BOARD RESOLUTIONS
Section 3(a): Board Resolutions — Approval of Restructuring Transactions (June 29, 2023)
Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "June Resolutions") duly adopted by the Board of Directors of the Company at a duly called and convened meeting of the Board of Directors held on June 29, 2023, at which a quorum was present and acting throughout. The June Resolutions were adopted by the affirmative vote of a majority of the directors present at such meeting, and all procedural requirements under the Company's Amended Charter, Bylaws, and the Delaware General Corporation Law for the adoption of such resolutions were satisfied.
The June Resolutions approved, authorized, and ratified, among other things:
(a) entry by the Company into that certain Restructuring Support Agreement, dated as of June 30, 2023 (the "RSA"), by and among the Company, the Guarantors, certain holders of the Company's first lien term loans, certain holders of the Mezzanine Notes, and Belvedere Credit Opportunities Fund LP, setting forth the principal terms and conditions of the proposed restructuring transactions;
(b) the proposed restructuring transactions, including (i) the amendment and extension of the Company's existing first lien credit facility through the Amended Credit Agreement, (ii) the incurrence of a new $55,000,000.00 (Fifty-Five Million Dollars) super-priority term loan facility pursuant to the Super-Priority Credit Agreement, and (iii) the equitization of $140,000,000.00 (One Hundred Forty Million Dollars) in aggregate principal amount of outstanding Mezzanine Notes into equity securities of the Company, including Common Stock and Series A Preferred Stock;
(c) the engagement of Calderwood & Harkness LLP as restructuring counsel to the Company and Hargrove Advisory Group LLC as financial advisor to the Company in connection with the restructuring transactions; and
(d) the authorization and empowerment of Marcus Delano, Chief Executive Officer, Priya Sundaram, Chief Financial Officer, and Howard Kessler, General Counsel and Secretary, each acting individually or together, to negotiate, finalize, execute, and deliver all definitive documentation, agreements, instruments, certificates, filings, and other deliverables necessary or desirable to consummate the restructuring transactions on terms and conditions consistent with the RSA and such other terms as any such officer may deem to be in the best interests of the Company and its stakeholders.
The June Resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.
Section 3(b): Board Resolutions — Authorization of Closing and Execution of Definitive Documents (December 11, 2023)
Attached hereto as Exhibit E is a true, correct, and complete copy of the resolutions (the "December Resolutions" and, together with the June Resolutions, the "Resolutions") duly adopted by the Board of Directors of the Company at a duly called and convened meeting of the Board of Directors held on December 11, 2023, at which a quorum was present and acting throughout. The December Resolutions were adopted by the affirmative vote of a majority of the directors present at such meeting, and all procedural requirements under the Company's Amended Charter, Bylaws, and the Delaware General Corporation Law for the adoption of such resolutions were satisfied.
The December Resolutions authorized, approved, and ratified, among other things:
(a) the closing and consummation of the restructuring transactions on terms consistent with the RSA and the definitive documentation negotiated and finalized in connection therewith;
(b) the execution, delivery, and performance by the Company of each of the Transaction Documents, including, without limitation:
(i) the Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023;
(ii) the Super-Priority Credit Agreement, dated as of November 17, 2023;
(iii) the Amended and Restated Intercreditor Agreement, dated as of November 10, 2023;
(iv) the Exchange Agreement, dated as of December 8, 2023;
(v) the First Supplemental Indenture, dated as of December 8, 2023;
(vi) the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023;
(vii) the Amended and Restated Certificate of Incorporation, dated as of December 12, 2023;
(viii) the Certificate of Designations of Series A Preferred Stock, dated as of December 12, 2023;
(ix) the Registration Rights Agreement, dated as of December 12, 2023; and
(x) all ancillary agreements, instruments, certificates, and documents contemplated thereby or delivered in connection therewith;
(c) the filing of the Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware;
(d) the issuance of shares of Common Stock and Series A Preferred Stock in connection with the equitization of the Mezzanine Notes pursuant to the Exchange Agreement;
(e) the direction to the officers of the Company to take all further actions and to execute and deliver all further agreements, instruments, certificates, documents, and filings as may be necessary, desirable, or appropriate to consummate the restructuring transactions and to carry out the purposes and intent of the Resolutions, including the execution of this Certificate and the delivery of all closing deliverables required under the Credit Agreements; and
(f) the ratification and confirmation of all actions previously taken by the officers, directors, agents, and representatives of the Company in connection with the negotiation, preparation, execution, and delivery of the Transaction Documents and the consummation of the restructuring transactions.
The December Resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.
Section 3(c): No Other Resolutions
No resolutions other than the June Resolutions and the December Resolutions have been adopted by the Board of Directors of the Company (or any committee thereof) relating to the Transaction Documents, the restructuring transactions, or any of the other matters contemplated thereby. No action by written consent of the Board of Directors has been taken with respect to the Transaction Documents or the restructuring transactions other than as set forth in the Resolutions attached hereto as Exhibits D and E.
SECTION 4: INCUMBENCY OF OFFICERS
The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices and positions set forth opposite their respective names below. The signatures set forth opposite their respective names below are their true and genuine signatures. Each such officer is authorized, individually and without the joinder of any other officer or person, to execute and deliver the Transaction Documents and any and all other certificates, agreements, instruments, and documents on behalf of the Company in connection with the restructuring transactions:
Each of the foregoing officers held his or her respective office on each date on which any Transaction Document was executed and delivered on behalf of the Company and continues to hold such office as of the date hereof. No proceedings have been commenced or are pending for the removal of any of the foregoing officers, and no resignation of any of the foregoing officers has been tendered, submitted, or is otherwise effective or pending.
SECTION 5: NO PROCEEDINGS
No proceedings for the dissolution, liquidation, merger, consolidation, conversion, domestication, or winding up of the Company have been commenced, are pending, or are contemplated by the Board of Directors or the stockholders of the Company as of the date hereof. No certificate of dissolution, certificate of merger, certificate of conversion, or similar instrument has been filed or is pending to be filed with the Secretary of State of the State of Delaware or with any other governmental authority with respect to the Company, except as described in Section 2 above with respect to the Amended and Restated Certificate of Incorporation and the Certificate of Designations.
No petition in bankruptcy or for reorganization of the Company has been filed by or against the Company under any provision of the United States Bankruptcy Code (Title 11 of the United States Code) or under any other federal or state bankruptcy, insolvency, receivership, or similar law, and no receiver, trustee, custodian, liquidator, or similar official has been appointed for the Company or for any substantial part of its property or assets. No assignment for the benefit of creditors has been made by the Company.
SECTION 6: ADDITIONAL CERTIFICATIONS
The undersigned further certifies as follows:
(a) Principal Office. The Company's principal executive office and headquarters is located at 4200 Commerce Street, Suite 1500, Dallas, TX 75201.
(b) Registered Agent. The Company's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Such registered agent appointment is current and in good standing with the Secretary of State of the State of Delaware.
(c) Federal Employer Identification Number. The Company's federal employer identification number is 83-2457109.
(d) Delaware File Number. The Company's file number with the Secretary of State of the State of Delaware is 6341872.
(e) Fiscal Year. The Company's fiscal year ends on December 31 of each calendar year.
(f) Exact Legal Name. The exact legal name of the Company as it appears in the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware is "Stonefield Logistics Group Inc." The Company does not currently use any other legal name, trade name, fictitious name, or assumed name for the purpose of conducting its business or entering into contracts, other than as may be disclosed in writing to the Agents.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of December 19, 2023, and hereby certifies that each of the foregoing statements is true, correct, and complete in all material respects as of the date hereof.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Howard Kessler
Title: General Counsel and Secretary
Date: December 19, 2023
COUNTER-CERTIFICATION OF INCUMBENCY OF SECRETARY
The undersigned, Marcus Delano, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Stonefield Logistics Group Inc., a Delaware corporation, and in such capacity hereby further certifies that Howard Kessler is the duly elected, qualified, and acting General Counsel and Secretary of Stonefield Logistics Group Inc., that the signature appearing on the preceding page of this Secretary's Certificate is the true and genuine signature of Howard Kessler, and that Howard Kessler is duly authorized to execute and deliver this Secretary's Certificate on behalf of the Company in connection with the Transaction Documents and the restructuring transactions described herein.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Marcus Delano
Title: Chief Executive Officer
Date: December 19, 2023
LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
[Exhibits follow this page]
Name | Title | Signature
Marcus Delano | Chief Executive Officer | ________
Priya Sundaram | Chief Financial Officer | ________
Howard Kessler | General Counsel and Secretary | ________
Exhibit | Description
Exhibit A | Amended and Restated Certificate of Incorporation of Stonefield Logistics Group Inc. (dated December 12, 2023)
Exhibit B | Certificate of Designations of Series A Preferred Stock of Stonefield Logistics Group Inc. (dated December 12, 2023)
Exhibit C | Bylaws of Stonefield Logistics Group Inc. (as currently in effect)
Exhibit D | Resolutions of the Board of Directors of Stonefield Logistics Group Inc. adopted June 29, 2023 (Approval of Restructuring Transactions and Restructuring Support Agreement)
Exhibit E | Resolutions of the Board of Directors of Stonefield Logistics Group Inc. adopted December 11, 2023 (Authorization of Closing and Execution of Definitive Documents)

SECRETARY'S CERTIFICATE

STONEFIELD LOGISTICS GROUP INC.

RECITALS AND CERTIFICATION PREAMBLE

SECTION 1: GOOD STANDING AND ORGANIZATION

SECTION 2: CHARTER DOCUMENTS

SECTION 3: BOARD RESOLUTIONS

SECTION 4: INCUMBENCY OF OFFICERS

SECTION 5: NO PROCEEDINGS

SECTION 6: ADDITIONAL CERTIFICATIONS

SIGNATURE PAGE

STONEFIELD LOGISTICS GROUP INC.

COUNTER-CERTIFICATION OF INCUMBENCY OF SECRETARY

STONEFIELD LOGISTICS GROUP INC.

LIST OF EXHIBITS

Record

Parties

Dates

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