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SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT

dated as of

November 17, 2023

among

STONEFIELD LOGISTICS GROUP INC., a Delaware corporation, as Borrower,

STONEFIELD LOGISTICS HOLDINGS LLC, a Delaware limited liability company,

STONEFIELD FREIGHT SERVICES LLC, a Texas limited liability company,

STONEFIELD LAST MILE INC., a Delaware corporation,

STONEFIELD WAREHOUSING LLC, a Texas limited liability company,

each as a Grantor,

in favor of

BELVEDERE CREDIT OPPORTUNITIES FUND LP, a Delaware limited partnership, as Collateral Agent

Made in connection with that certain Super-Priority Credit Agreement dated as of November 17, 2023, among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender

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SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT

This SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is made and entered into as of November 17, 2023, by and among STONEFIELD LOGISTICS GROUP INC., a Delaware corporation (the "Borrower"), STONEFIELD LOGISTICS HOLDINGS LLC, a Delaware limited liability company (the "Holdings" or the "direct parent"), STONEFIELD FREIGHT SERVICES LLC, a Texas limited liability company, STONEFIELD LAST MILE INC., a Delaware corporation, and STONEFIELD WAREHOUSING LLC, a Texas limited liability company (each of the foregoing, including the Borrower, individually a "Grantor" and collectively, the "Grantors"), in favor of BELVEDERE CREDIT OPPORTUNITIES FUND LP, a Delaware limited partnership, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").

RECITALS

A. The Borrower is a corporation duly organized and validly existing under the laws of the State of Delaware (EIN: 83-2457109; Delaware Secretary of State File No.: 6341872), with its principal executive offices and headquarters located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201. The Borrower's registered agent in the State of Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Borrower is a provider of logistics, freight, and warehousing services throughout the United States, operating through its direct and indirect subsidiaries.

B. The Borrower, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender, have entered into that certain Super-Priority Credit Agreement dated as of November 17, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to provide to the Borrower a super-priority first-out term loan facility in an aggregate principal amount of $55,000,000 (the "Super-Priority Facility"), consisting of (i) $45,000,000 in term loans funded at the closing on the date hereof (the "Initial Term Loans") and (ii) $10,000,000 in delayed-draw term loan commitments (the "DDTL Commitments" and the loans made thereunder, the "Delayed-Draw Term Loans"), in each case bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate (subject to a 100 basis point SOFR floor) plus a margin of 700 basis points, with an original issue discount of 2.00% ($1,100,000 in the aggregate with respect to the Initial Term Loans), and with a final maturity date of December 19, 2027.

C. Pursuant to the Super-Priority Guaranty Agreement dated as of November 17, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty Agreement"), each of Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC (each, a "Guarantor" and collectively, the "Guarantors") has unconditionally and irrevocably guaranteed the full and punctual payment and performance of all Secured Obligations (as defined herein) of the Borrower under the Credit Agreement and the other Loan Documents.

D. The Borrower, the Collateral Agent, and Pinnacle National Bank, N.A. (in its capacity as administrative agent and collateral agent under the Amended and Restated First Lien Credit Agreement (as defined below), the "First Lien Agent") are parties to that certain Amended and Restated Intercreditor Agreement dated as of November 10, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Belvedere Credit Opportunities Fund LP, as super-priority agent (in such capacity, the "Super-Priority Agent"), Pinnacle National Bank, N.A., as first lien agent (in such capacity, the "First Lien Agent"), and Stonefield Logistics Group Inc., as borrower and on behalf of each other grantor thereunder, which Intercreditor Agreement establishes the relative rights, priorities, and interests of the Super-Priority Agent and the First Lien Agent with respect to the collateral securing their respective obligations, including the super-priority first-out / first lien second-out lien priority and payment waterfall structure.

E. It is a condition precedent to the making of the Initial Term Loans and the availability of the DDTL Commitments under the Credit Agreement that each of the Grantors execute and deliver this Agreement to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon substantially all of the assets and property of each Grantor, to secure all of the Secured Obligations on a super-priority first-out basis.

F. Each Grantor acknowledges that it will receive direct and indirect benefits from the extensions of credit under the Credit Agreement, and that the execution and delivery of this Agreement is a material inducement for the Lenders to enter into the Credit Agreement and to make the Loans and provide the other financial accommodations as provided thereunder. Each Grantor has determined that it is in its best interest and to its direct financial advantage to execute and deliver this Agreement and to grant the security interests described herein to induce the Lenders to make such extensions of credit.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees, for the benefit of the Collateral Agent and the Secured Parties, as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

"Amended and Restated First Lien Credit Agreement" means that certain Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among Stonefield Logistics Group Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent and collateral agent, as amended, restated, supplemented, or otherwise modified from time to time, subject to the terms and conditions of the Intercreditor Agreement.

"Borrower" means Stonefield Logistics Group Inc., a Delaware corporation.

"Collateral" has the meaning assigned to such term in Section 2.01 and, for the avoidance of doubt, shall encompass all personal property and assets of each Grantor of every type and description, whether tangible or intangible, whether now owned or hereafter acquired, and wherever located, as more particularly described in Article II, but excluding the Excluded Assets.

"Collateral Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, in its capacity as collateral agent under the Credit Agreement and this Agreement, together with its successors and assigns in such capacity.

"Credit Agreement" means that certain Super-Priority Credit Agreement dated as of November 17, 2023, among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Excluded Assets" has the meaning assigned to such term in Section 2.02.

"Grantors" means, collectively, Stonefield Logistics Group Inc., Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC, and "Grantor" means any one of them, in each case together with their respective successors and permitted assigns.

"Guaranty Agreement" means the Super-Priority Guaranty Agreement dated as of November 17, 2023, among Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC, in favor of the Collateral Agent, as amended, restated, supplemented, or otherwise modified from time to time.

"Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), Pinnacle National Bank, N.A. (as First Lien Agent), and Stonefield Logistics Group Inc. (on behalf of the Grantors), as amended, restated, supplemented, or otherwise modified from time to time.

"Lenders" means Belvedere Credit Opportunities Fund LP, in its capacity as Initial Lender, and each other lender from time to time party to the Credit Agreement.

"Loan Documents" has the meaning assigned to such term in the Credit Agreement and includes, without limitation, the Credit Agreement, this Agreement, the Guaranty Agreement, and each other agreement, document, instrument, or certificate executed in connection therewith.

"Pledged Equity" means all equity interests in each subsidiary Grantor that are pledged to the Collateral Agent pursuant to Section 2.03 and as more particularly described in Schedule I attached hereto, including all certificates, instruments, and other documents representing or evidencing such equity interests and all rights, privileges, preferences, options, warrants, and other interests related thereto, whether now existing or hereafter arising.

"Proceeds" means "proceeds" as defined in the UCC (including Article 9 of the UCC as in effect in the State of New York) and, in any event, shall include, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty, or guaranty payable to any Grantor from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Collateral by any governmental authority (or any person acting under color of governmental authority), (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral, and (d) all cash and non-cash proceeds of any of the foregoing.

"Secured Obligations" means all obligations, liabilities, and indebtedness of every kind, nature, and description of the Borrower and each Guarantor arising under or in connection with the Credit Agreement, the Guaranty Agreement, and the other Loan Documents, whether now existing or hereafter arising, whether direct or indirect (including those acquired by assumption or assignment), absolute or contingent, due or to become due, including, without limitation, (a) all principal of and interest (including post-petition interest and interest that would accrue but for the filing of a petition in bankruptcy or the commencement of any insolvency, reorganization, or similar proceeding, whether or not a claim for such interest is allowed in such proceeding) on the Loans, (b) all fees, including the 1.00% per annum commitment fee payable on the undrawn portion of the $10,000,000 Delayed-Draw Term Loan Commitments, (c) the original issue discount of 2.00% ($1,100,000 in the aggregate with respect to the Initial Term Loans), (d) all reimbursement obligations, (e) all premium, if any, (f) all expenses, indemnities, and other amounts payable under the Credit Agreement or any other Loan Document, and (g) all obligations of every kind and description of the Borrower and each Guarantor to the Collateral Agent, the Administrative Agent, and the Lenders under or in connection with the Credit Agreement, the Guaranty Agreement, and the other Loan Documents, howsoever arising, whether for principal, interest, fees, costs, indemnification, expenses (including legal fees), or otherwise.

"Secured Parties" means, collectively, Belvedere Credit Opportunities Fund LP (in its capacities as Administrative Agent, Collateral Agent, and Initial Lender) and each other Lender from time to time party to the Credit Agreement, together with their respective successors and assigns.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if, by reason of mandatory provisions of law, any of the attachment, perfection, priority, or enforcement of the security interest granted herein in any item or items of Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, priority, or enforcement.

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement or, if not defined therein, in the UCC (as defined herein). In the event of any inconsistency between the definitions in the Credit Agreement and the definitions in the UCC, the definitions in the Credit Agreement shall control.

Section 1.02 — UCC Terms

The following terms, when used herein with initial capital letters, shall have the respective meanings assigned to them in Article 9 of the UCC (or, where applicable, in other Articles of the UCC): "Account," "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Electronic Chattel Paper," "Equipment," "Fixture," "General Intangible," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right," "Payment Intangible," "Securities Account," "Software," "Supporting Obligation," and "Tangible Chattel Paper." To the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition contained in Article 9 of the UCC shall govern, unless the context otherwise requires.

Section 1.03 — Rules of Interpretation

(a) Unless the context otherwise requires, (i) references herein to "Articles," "Sections," "Schedules," and "Annexes" shall be deemed references to Articles and Sections of, and Schedules and Annexes to, this Agreement, (ii) a reference to any Article, Section, Schedule, or Annex includes all sub-divisions thereof, (iii) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole, (iv) the word "including" means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it, (v) the singular includes the plural and vice versa, (vi) references to any gender include all genders, and (vii) references to "days" mean calendar days unless otherwise specified.

(b) The headings, captions, and arrangements used in this Agreement are for convenience of reference only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

(c) References herein to Articles 8 and 9 of the UCC mean the UCC as in effect in the State of New York, unless the context otherwise requires. Where the perfection of, or the filing or recording of, a security interest depends upon the law of a jurisdiction other than the State of New York, the references herein to filings, recordings, and perfection shall be deemed references to the corresponding provisions of the applicable law of such jurisdiction.

(d) Notwithstanding anything to the contrary set forth herein, in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Intercreditor Agreement with respect to lien priority, lien enforcement, application of proceeds, or the relative rights and obligations of the Super-Priority Agent and the First Lien Agent, the provisions of the Intercreditor Agreement shall govern and control.

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant

As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all of the Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon all right, title, and interest of such Grantor in, to, and under all of the following property and assets of such Grantor, whether now owned or hereafter acquired, whether now existing or hereafter coming into existence, and wherever located (all of the following being collectively referred to herein as the "Collateral"):

(a) All Accounts, whether now existing or hereafter arising, including all accounts receivable, rights to payment for goods sold or leased or for services rendered, and all rights associated therewith;

(b) All Chattel Paper (including all Electronic Chattel Paper and all Tangible Chattel Paper), whether now existing or hereafter arising;

(c) All Commercial Tort Claims as of the date hereof and as may arise from time to time hereafter, including those described on Schedule III attached hereto (as such Schedule may be supplemented from time to time in accordance with Section 5.07);

(d) All Deposit Accounts, whether now existing or hereafter opened, including all accounts maintained at Pinnacle National Bank, N.A. and at any other depository institution, together with all funds and amounts therein and all certificates and instruments, if any, from time to time representing or evidencing such Deposit Accounts, all as more particularly described on Schedule IV attached hereto;

(e) All Documents, whether now existing or hereafter arising, including all bills of lading, warehouse receipts, and other documents of title, whether negotiable or non-negotiable;

(f) All Equipment, whether now owned or hereafter acquired, of every type and description, wherever located, including all vehicles, trailers, semi-trailers, tractors, forklifts, pallet jacks, conveyor systems, warehouse equipment, loading docks, sorting systems, racking and shelving, terminal fixtures, and all other equipment used in connection with the Grantors' logistics, freight, warehousing, and last-mile delivery operations across all twenty-six (26) terminals in fourteen (14) states, together with all accessions, additions, attachments, improvements, substitutions, and replacements thereto and therefor, and all parts and accessories installed thereon or affixed thereto;

(g) All Fixtures, whether now owned or hereafter acquired, including all trade fixtures and all other items of personal property that have become fixtures under applicable law;

(h) All General Intangibles, whether now existing or hereafter arising, including all Payment Intangibles, all customer contracts, all vendor agreements, all service agreements, all software licenses (to the extent assignable), all franchise agreements, all trade names (including "Stonefield Logistics," "Stonefield Freight Services," "Stonefield Last Mile," and "Stonefield Warehousing"), all trademarks, service marks, and trade dress (and all goodwill associated therewith), all patents and patent applications, all copyrights and copyright applications, all domain names, all intellectual property of every type and description, all rights under warranty and indemnity agreements, all rights in and to refunds and rebates, all rights in and to tax refunds, and all other general intangibles and similar property or interests of any kind or nature;

(i) All Goods, whether now owned or hereafter acquired, including all Inventory and all Equipment, together with all accessions, additions, attachments, improvements, substitutions, and replacements thereto and therefor;

(j) All Instruments, whether now owned or hereafter acquired, including all promissory notes, all intercompany notes, and all other evidences of indebtedness, whether negotiable or non-negotiable;

(k) All Inventory, whether now owned or hereafter acquired, including all raw materials, work in process, finished goods, supplies, packaging materials, and other personal property held for sale, lease, or furnishing under contracts of service, and all goods so sold, leased, or furnished, and all returned and repossessed goods;

(l) All Investment Property, whether now owned or hereafter acquired, including the Pledged Equity described in Section 2.03 and Schedule I hereto, and all other securities, securities entitlements, securities accounts, commodity contracts, and commodity accounts;

(m) All Letter-of-Credit Rights, whether now existing or hereafter arising, including all rights in respect of the approximately $3,500,000 in outstanding letters of credit as of the date hereof, and all rights to payment or performance under any letter of credit;

(n) All Software, whether now owned or hereafter acquired, including all computer programs, source code, object code, data, databases, and documentation related thereto;

(o) All Supporting Obligations, whether now existing or hereafter arising, including all guarantees, letters of credit, suretyship agreements, and other credit support relating to any of the foregoing Collateral;

(p) All books, records, ledger cards, files, correspondence, documents, databases, computer programs, tapes, disks, and other property and rights at any time evidencing or relating to any of the foregoing Collateral;

(q) All Proceeds and products of any and all of the foregoing, in whatever form, including all insurance proceeds and all cash and non-cash proceeds of any of the foregoing, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof) or any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.

Section 2.02 — Excluded Assets

Notwithstanding the broad grant of security interest set forth in Section 2.01, the Collateral shall not include, and no security interest is granted herein with respect to, any of the following (collectively, the "Excluded Assets"):

(a) Any lease, license, contract, permit, or other agreement of any Grantor to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract, permit, or other agreement, or would create a right of termination in favor of any other party thereto (other than any Grantor) after giving effect to the applicable anti-assignment provisions of Article 9 of the UCC (including Sections 9-406, 9-407, 9-408, and 9-409 thereof) or any other applicable law (including the Bankruptcy Code); provided that such lease, license, contract, permit, or other agreement shall be an Excluded Asset only to the extent and for so long as such restriction on assignment is valid and enforceable and has not been rendered ineffective under the UCC or other applicable law, and only to the extent of such restriction;

(b) Any Equity Interests in excess of sixty-five percent (65%) of the voting stock (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) of any first-tier foreign subsidiary of any Grantor, if any;

(c) Any intent-to-use trademark applications filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) to the extent that the grant of a security interest therein prior to the filing of a "Statement of Use" or "Amendment to Allege Use" with respect thereto would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(d) Any governmental license or governmental permit of any Grantor to the extent that the grant of a security interest therein is prohibited by the terms thereof or by applicable law (but only to the extent such prohibition is not rendered ineffective under the UCC or other applicable law);

(e) Any property expressly excluded from the super-priority collateral pool by the terms of the Intercreditor Agreement; and

(f) Any Proceeds and products of any of the foregoing Excluded Assets described in clauses (a) through (e) above, but only to the extent that such Proceeds or products would themselves constitute Excluded Assets under the foregoing clauses.

For the avoidance of doubt, the exclusions set forth in this Section 2.02 shall be narrowly construed. If and when any property that is an Excluded Asset ceases to be subject to the applicable restriction or prohibition described above (whether by the lapse of such restriction, the obtaining of a required consent, the rendering of such restriction ineffective under applicable law, or otherwise), such property shall automatically, and without the need for any further action by any Grantor or the Collateral Agent, be deemed to constitute Collateral hereunder and shall be subject to the security interest and lien granted herein.

Section 2.03 — Pledge of Equity Interests

(a) Pledge by Stonefield Logistics Holdings LLC. Stonefield Logistics Holdings LLC hereby pledges, assigns, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon one hundred percent (100%) of the issued and outstanding common stock of Stonefield Logistics Group Inc. held by Stonefield Logistics Holdings LLC, together with all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all rights, privileges, options, warrants, and other interests of every kind and nature related thereto, as more particularly described in Schedule I attached hereto.

(b) Pledge by Stonefield Logistics Group Inc. Stonefield Logistics Group Inc. hereby pledges, assigns, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon the following equity interests, in each case together with all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all rights, privileges, options, warrants, and other interests of every kind and nature related thereto, as more particularly described in Schedule I attached hereto:

(i) One hundred percent (100%) of the membership interests of Stonefield Freight Services LLC;

(ii) One hundred percent (100%) of the issued and outstanding common stock of Stonefield Last Mile Inc.; and

(iii) One hundred percent (100%) of the membership interests of Stonefield Warehousing LLC.

(c) Delivery of Certificated Securities and Stock Powers. To the extent that any Pledged Equity is represented by a certificate, each applicable Grantor shall, on the date hereof (or, with respect to after-acquired Pledged Equity, promptly upon the acquisition thereof), deliver to the Collateral Agent the original certificate or certificates representing such Pledged Equity, together with undated stock powers or other transfer instruments duly executed in blank by such Grantor, in form and substance satisfactory to the Collateral Agent.

(d) Notation on Books for Uncertificated Interests. To the extent that any Pledged Equity consists of uncertificated membership interests or other uncertificated equity interests, the applicable Grantor shall cause the issuer of such equity interests to note on its books and records the existence of the security interest and lien of the Collateral Agent therein, and such Grantor shall take all actions necessary or advisable to perfect the security interest of the Collateral Agent therein under Article 8 or Article 9 of the UCC, as applicable, including by delivering to the Collateral Agent an acknowledgment and consent from the applicable issuer, in form and substance reasonably satisfactory to the Collateral Agent, confirming the pledge and security interest and agreeing to register the transfer of such equity interests upon the instructions of the Collateral Agent following the occurrence and during the continuance of an Event of Default.

(e) Additional Equity Interests. Each Grantor shall deliver to the Collateral Agent all certificates, membership interest certificates, instruments, and other documents evidencing all Pledged Equity, together with undated stock powers, endorsements, or transfer forms executed in blank, and shall take all such further action as may be requested by the Collateral Agent to perfect and protect the Collateral Agent's security interest in such Pledged Equity.

Section 2.04 — Super-Priority Nature of Lien

(a) The Grantors acknowledge and agree that the security interests and liens granted hereby are intended to be, and shall be, super-priority first-out liens, which are senior and prior in right of payment and lien priority to the first lien security interests securing the obligations of the Borrower and the Guarantors under the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among Stonefield Logistics Group Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent and collateral agent.

(b) The relative priority of the security interests and liens granted herein vis-à-vis the first lien security interests of the First Lien Agent is governed by and subject to the terms and provisions of the Intercreditor Agreement, and the parties hereto agree that, in the event of any inconsistency between this Agreement and the Intercreditor Agreement with respect to lien priority, enforcement, or the application of proceeds, the Intercreditor Agreement shall control.

(c) Each of the Grantors hereby acknowledges and confirms that Pinnacle National Bank, N.A., in its capacity as First Lien Agent, has consented to the priming super-priority lien and security interest granted herein and to the terms and conditions of the Intercreditor Agreement, and that the first lien security interests in the Collateral securing the obligations under the Amended and Restated First Lien Credit Agreement are subordinate and junior to the super-priority liens and security interests granted herein in accordance with the terms of the Intercreditor Agreement.

(d) Nothing contained in this Section 2.04 shall be deemed to alter, modify, or amend the terms or provisions of the Intercreditor Agreement or the respective rights, obligations, or remedies of the Super-Priority Agent or the First Lien Agent thereunder.

ARTICLE III — PERFECTION AND FURTHER ASSURANCES

Section 3.01 — Filing of Financing Statements

(a) Each Grantor hereby irrevocably authorizes the Collateral Agent, at any time and from time to time, to file UCC-1 financing statements (and continuation statements, amendments, and assignments with respect thereto) in any filing office in any UCC jurisdiction that the Collateral Agent deems necessary or advisable to perfect the security interests and liens granted herein, naming such Grantor as debtor and the Collateral Agent as secured party, and describing the Collateral as "all assets" or "all personal property" of such Grantor or using any other description of the Collateral that the Collateral Agent may determine in its reasonable discretion. Each Grantor ratifies and authorizes the filing of any financing statements and amendments thereto filed by or on behalf of the Collateral Agent prior to the date hereof.

(b) The Collateral Agent shall file initial UCC-1 financing statements in the following jurisdictions, which represent the jurisdictions of organization of the respective Grantors (and thus the jurisdictions for filing under UCC Section 9-307):

(i) Delaware Secretary of State, for and with respect to Stonefield Logistics Group Inc. (Delaware corporation), Stonefield Logistics Holdings LLC (Delaware limited liability company), and Stonefield Last Mile Inc. (Delaware corporation);

(ii) Texas Secretary of State, for and with respect to Stonefield Freight Services LLC (Texas limited liability company) and Stonefield Warehousing LLC (Texas limited liability company).

(c) The description of collateral in each such financing statement shall be an all-assets description (e.g., "All assets of the Debtor, whether now owned or hereafter acquired, including, without limitation, all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, software, supporting obligations, and all proceeds and products thereof") or such other description as the Collateral Agent may reasonably determine to be appropriate or desirable.

(d) Each Grantor authorizes the Collateral Agent to file continuation statements, amendments, and assignments as necessary to maintain the perfection and priority of the security interests and liens granted herein, and to take all other actions as may be necessary or desirable to maintain the continued perfection of the security interests and liens granted hereunder.

Section 3.02 — Control Agreements

(a) Each Grantor shall use commercially reasonable efforts to deliver to the Collateral Agent fully executed deposit account control agreements (each, a "DACA"), in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Deposit Account maintained by such Grantor (including all operating accounts at Pinnacle National Bank, N.A. and at any other depository institution) within sixty (60) days after the date hereof (or such longer period as the Collateral Agent may agree in writing in its sole discretion). Each such DACA shall be executed by the applicable Grantor, the applicable depository bank, and the Collateral Agent, and shall provide the Collateral Agent with "control" (as defined in UCC Section 9-104) over such Deposit Account.

(b) Each Grantor shall use commercially reasonable efforts to deliver to the Collateral Agent fully executed securities account control agreements, in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Securities Account maintained by such Grantor, such that the Collateral Agent shall have "control" (as defined in UCC Section 8-106 or 9-106, as applicable) over each such Securities Account.

(c) With respect to all Electronic Chattel Paper constituting Collateral, each Grantor shall take all steps necessary to give the Collateral Agent "control" of such Electronic Chattel Paper within the meaning of UCC Section 9-105, including ensuring that a single authoritative copy of such Electronic Chattel Paper exists that is unique, identifiable, and unalterable, and that identifies the Collateral Agent as the assignee thereof.

Section 3.03 — Intellectual Property Filings

(a) Each Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent one or more short-form security agreements, assignments, or other instruments, in form suitable for filing with the United States Patent and Trademark Office (the "USPTO"), with respect to all trademarks, service marks, and trademark and service mark applications and registrations included in the Collateral and owned by such Grantor, and the Collateral Agent is hereby authorized to file such instruments with the USPTO.

(b) Each Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent one or more short-form security agreements, assignments, or other instruments, in form suitable for filing with the United States Copyright Office, with respect to all registered copyrights and copyright applications included in the Collateral and owned by such Grantor, and the Collateral Agent is hereby authorized to file such instruments with the United States Copyright Office.

(c) Each Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent one or more short-form security agreements, assignments, or other instruments, in form suitable for recording or filing with any other intellectual property office or registry (whether domestic or foreign), with respect to all patents, patent applications, and other intellectual property included in the Collateral and owned by such Grantor.

Section 3.04 — Further Assurances

(a) Each Grantor shall, at its own cost and expense, execute and deliver to the Collateral Agent such further documents, instruments, and agreements, and shall take such further actions and make such further filings and recordings, as the Collateral Agent may from time to time reasonably request, to create, preserve, perfect, validate, and maintain the super-priority security interests and liens granted herein and the priority thereof, including the execution and delivery of amendments to financing statements, control agreements, intellectual property security agreements, landlord access and waiver agreements, bailee agreements, and any other documents and instruments that the Collateral Agent may reasonably request.

(b) Each Grantor shall promptly notify the Collateral Agent in writing of:

(i) Any acquisition of material assets (other than Inventory acquired in the ordinary course of business) not previously included in any Schedule hereto;

(ii) The creation or acquisition of any new subsidiary, whether direct or indirect;

(iii) Any change in such Grantor's legal name, identity, or organizational structure;

(iv) Any change in such Grantor's jurisdiction of organization;

(v) Any change in such Grantor's chief executive office, principal place of business, or the establishment of any new place of business; and

(vi) Any event or circumstance that would render any representation or warranty made by such Grantor in this Agreement inaccurate or incomplete in any material respect.

Section 3.05 — After-Acquired Property

The security interests and liens granted herein shall automatically, and without the need for any further action by any Grantor, the Collateral Agent, or any other person, attach to all Collateral of each Grantor that is acquired, created, or arises after the date hereof. Each Grantor acknowledges that, to the extent perfection of the security interests granted herein in any after-acquired Collateral requires the filing of an additional financing statement, the execution of a control agreement, or any other action, such Grantor shall cooperate with the Collateral Agent in taking such action promptly following the acquisition or creation of such Collateral.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party as follows:

Section 4.01 — Organization and Good Standing

Each Grantor is duly organized or formed, validly existing, and in good standing (or its equivalent, where applicable) under the laws of its jurisdiction of organization, as set forth below:

(a) Stonefield Logistics Group Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing with the Delaware Secretary of State.

(b) Stonefield Logistics Holdings LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is in good standing with the Delaware Secretary of State.

(c) Stonefield Freight Services LLC is a limited liability company duly organized and validly existing under the laws of the State of Texas and is in good standing with the Texas Secretary of State.

(d) Stonefield Last Mile Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing with the Delaware Secretary of State.

(e) Stonefield Warehousing LLC is a limited liability company duly organized and validly existing under the laws of the State of Texas and is in good standing with the Texas Secretary of State.

Each Grantor is duly qualified and authorized to do business and is in good standing in every other jurisdiction where the nature of its business or the ownership or leasing of its property 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.

Section 4.02 — Power and Authority

Each Grantor has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties, to carry on its business as presently conducted, to execute and deliver this Agreement, and to perform its obligations hereunder, including the grant of the security interests and liens contemplated hereby. The execution, delivery, and performance of this Agreement by each Grantor, and the grant of the security interests and liens contemplated hereby, have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Grantor. Without limiting the generality of the foregoing, the Board of Directors of Stonefield Logistics Group Inc. adopted resolutions dated June 29, 2023 (as supplemented and ratified by resolutions dated December 11, 2023) authorizing the execution and delivery of this Agreement and the other Loan Documents and the grant of the security interests and liens contemplated hereby and thereby, and such resolutions remain in full force and effect and have not been revoked, rescinded, or modified.

Section 4.03 — Enforceability

This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (whether considered in a proceeding in equity or at law), including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of the adequacy of any legal remedy.

Section 4.04 — No Conflicts

The execution, delivery, and performance of this Agreement by each Grantor, and the grant of the security interests and liens contemplated hereby, do not and will not (a) contravene, violate, or conflict with the certificate of incorporation, bylaws, certificate of formation, operating agreement, or other organizational documents of such Grantor, (b) contravene, violate, or conflict with any material agreement, contract, lease, instrument, or other obligation to which such Grantor is a party or by which such Grantor or any of its property is bound, (c) contravene, violate, or conflict with any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or determination to which such Grantor or any of its property is subject, or (d) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property of such Grantor other than the liens and security interests created hereby and those permitted under the Credit Agreement; except, in the case of clauses (b), (c), and (d), where any such contravention, violation, conflict, or resulting lien would not reasonably be expected to have a Material Adverse Effect.

Section 4.05 — Title to Collateral; No Other Liens

Each Grantor has good and valid title to, or valid and subsisting rights in, all of the Collateral purported to be owned by it, free and clear of all liens, security interests, claims, charges, options, and encumbrances of every kind and nature whatsoever, except for the following (collectively, "Permitted Encumbrances"):

(a) The super-priority first-out liens and security interests granted herein in favor of the Collateral Agent for the benefit of the Secured Parties;

(b) The first lien security interests under the Amended and Restated First Lien Credit Agreement, with Pinnacle National Bank, N.A. as collateral agent, which first lien security interests are junior and subordinate to the super-priority liens and security interests granted herein pursuant to and in accordance with the Intercreditor Agreement; and

No Grantor has received written notice of any claim that has been asserted by any person to the ownership of or any interest in the Collateral (other than the Permitted Encumbrances), and no Grantor has knowledge of any basis for any such claim.

Section 4.06 — Organizational Information

The exact legal name, jurisdiction of organization, type of entity, organizational identification number, employer identification number, and chief executive office and principal place of business of each Grantor are as set forth in Schedule II attached hereto, and each Grantor represents and warrants that the information set forth therein is true, correct, and complete in all respects as of the date hereof. Without limiting the generality of the foregoing:

(a) Stonefield Logistics Group Inc.: exact legal name: Stonefield Logistics Group Inc.; jurisdiction of organization: Delaware; entity type: corporation; Delaware Secretary of State File No.: 6341872; EIN: 83-2457109; chief executive office and principal place of business: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.

(b) Stonefield Logistics Holdings LLC: exact legal name: Stonefield Logistics Holdings LLC; jurisdiction of organization: Delaware; entity type: limited liability company; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.

(c) Stonefield Freight Services LLC: exact legal name: Stonefield Freight Services LLC; jurisdiction of organization: Texas; entity type: limited liability company; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.

(d) Stonefield Last Mile Inc.: exact legal name: Stonefield Last Mile Inc.; jurisdiction of organization: Delaware; entity type: corporation; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.

(e) Stonefield Warehousing LLC: exact legal name: Stonefield Warehousing LLC; jurisdiction of organization: Texas; entity type: limited liability company; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.

No Grantor has changed its legal name, jurisdiction of organization, or organizational form within the five (5) years preceding the date hereof, except as disclosed in writing to the Collateral Agent prior to the date hereof.

Section 4.07 — Pledged Equity

(a) All Pledged Equity has been duly authorized and validly issued and, in the case of shares of capital stock, is fully paid and non-assessable and, in the case of limited liability company membership interests, has been fully paid to the extent required under the applicable operating agreement. The Pledged Equity constitutes the percentage of the issued and outstanding equity interests in the respective issuers as set forth in Schedule I attached hereto.

(b) No Grantor has granted any outstanding option, warrant, right to subscribe or purchase, conversion right, exchange right, or other agreement or right of any kind to acquire any equity interest in any subsidiary of such Grantor, other than as described in Schedule I. No Grantor is party to any shareholder agreement, voting trust, proxy, or other agreement or arrangement with respect to the voting or transfer of any Pledged Equity, other than as described herein, in the Credit Agreement, or in the Intercreditor Agreement.

(c) The pledge of the Pledged Equity hereunder does not violate the organizational documents of any issuer of such Pledged Equity or any applicable law, and no consents, approvals, or authorizations of, or filings or registrations with, any governmental authority or any other person are required in connection with such pledge, other than (i) UCC financing statement filings and (ii) such consents, approvals, and authorizations as have been obtained and are in full force and effect.

Section 4.08 — Deposit Accounts

Each Grantor has disclosed to the Collateral Agent all Deposit Accounts maintained by such Grantor, as set forth in Schedule IV attached hereto, including all operating accounts maintained at Pinnacle National Bank, N.A. and at any other depository institution. Schedule IV sets forth, with respect to each such Deposit Account, the name and address of the depository bank, the account number, and the type of account. No Grantor maintains any Deposit Account at any bank or other financial institution that is not listed on Schedule IV (as such Schedule may be supplemented from time to time in accordance with the terms hereof and of the Credit Agreement).

Section 4.09 — Commercial Tort Claims

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

Section 4.10 — Intellectual Property

Schedule V attached hereto sets forth a true, correct, and complete list of all material patents, patent applications, trademarks, trademark applications and registrations, service marks, service mark applications and registrations, trade names, copyrights, copyright applications and registrations, and domain names owned by each Grantor as of the date hereof. To each Grantor's knowledge, each Grantor's rights in such intellectual property are valid and enforceable, and no claim has been asserted that the use of such intellectual property by any Grantor infringes upon or conflicts with the rights of any other person.

ARTICLE V — COVENANTS

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

Section 5.01 — Protection of Collateral

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

(b) Each Grantor shall maintain insurance on and with respect to the Collateral in such amounts, with such insurers, and upon such terms as are required by the Credit Agreement, including, without limitation, the directors and officers liability insurance policy with Northgate Specialty Insurance Company (Policy No. NSI-DOL-2023-07721) providing $15,000,000 in aggregate coverage with a six (6)-year tail period. Each Grantor shall cause the Collateral Agent to be named as loss payee and/or additional insured, as applicable, under all insurance policies covering the Collateral, to the extent required by the Credit Agreement.

(c) Each Grantor shall comply with all laws, rules, regulations, orders, and requirements applicable to the Collateral and the use and operation thereof, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.

Section 5.02 — Restrictions on Disposition

No Grantor shall sell, lease, license, exchange, transfer, assign, or otherwise dispose of, or grant any option or other right with respect to, any Collateral or any interest therein, except as permitted by the Credit Agreement (including Permitted Dispositions as defined therein). Any Collateral disposed of in accordance with the terms of the Credit Agreement shall be automatically released from the security interests and liens granted herein effective upon the consummation of such disposition, and the Collateral Agent shall, at the expense of the applicable Grantor, execute and deliver such UCC-3 amendments, releases, or termination statements, and such other documents, as may be reasonably requested by such Grantor to evidence such release.

Section 5.03 — No Additional Liens

No Grantor shall create, incur, assume, or suffer or permit to exist any lien, security interest, mortgage, charge, claim, or encumbrance on or with respect to any Collateral, except for:

(a) The super-priority first-out liens and security interests granted herein in favor of the Collateral Agent for the benefit of the Secured Parties;

(b) The first lien security interests (subordinate to the super-priority liens) under the Amended and Restated First Lien Credit Agreement, with Pinnacle National Bank, N.A. as collateral agent, as permitted by the Intercreditor Agreement; and

Section 5.04 — Changes in Name, Jurisdiction, or Structure

No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational identification number, or (d) change its organizational form (e.g., convert from a corporation to a limited liability company, or vice versa), in each case, without providing at least thirty (30) days' prior written notice to the Collateral Agent, and, prior to the effectiveness of any such change, taking all actions that the Collateral Agent may reasonably request, at the expense of such Grantor, to maintain the perfection and priority of the security interests and liens granted herein, including, without limitation, filing amended or new financing statements, filing new intellectual property security agreements, and delivering new or amended control agreements.

Section 5.05 — New Subsidiaries and After-Acquired Equity

If at any time after the date hereof any Grantor shall form or acquire (whether by purchase, merger, consolidation, or otherwise) any new subsidiary (whether direct or indirect), such Grantor shall promptly (and in any event within thirty (30) days of such formation or acquisition):

(a) Cause such new subsidiary to become a party to this Agreement as a Grantor by executing and delivering a joinder agreement substantially in the form attached to the Credit Agreement or otherwise in form and substance reasonably satisfactory to the Collateral Agent;

(b) Deliver to the Collateral Agent all certificates, instruments, and other documents representing or evidencing one hundred percent (100%) of the equity interests in such new subsidiary (or sixty-five percent (65%) of the voting stock of any first-tier foreign subsidiary, if applicable), together with undated stock powers or transfer forms executed in blank; and

(c) Take all actions reasonably requested by the Collateral Agent to perfect and protect the Collateral Agent's security interest in such equity interests and in all assets and property of such new subsidiary.

Section 5.06 — Maintenance of Records

Each Grantor shall maintain complete and accurate books and records with respect to the Collateral and all transactions relating thereto at its chief executive office identified in Schedule II or at such other location as such Grantor may designate after providing at least thirty (30) days' prior written notice to the Collateral Agent. Each Grantor shall permit the Collateral Agent and its representatives to inspect and audit such books and records during normal business hours upon reasonable prior notice, subject to the terms and conditions of the Credit Agreement regarding inspections and audits.

Section 5.07 — Commercial Tort Claims

Each Grantor shall promptly notify the Collateral Agent in writing if such Grantor at any time becomes a plaintiff, claimant, or counterclaimant with respect to any Commercial Tort Claim having a reasonably anticipated value in excess of $250,000. Such notice shall include a brief description of the claim. Promptly upon the request of the Collateral Agent, such Grantor shall execute and deliver to the Collateral Agent a supplemental security agreement or amendment to Schedule III hereto, in form and substance reasonably satisfactory to the Collateral Agent, granting to the Collateral Agent a first-priority super-priority security interest in and lien upon such Commercial Tort Claim and the Proceeds thereof.

Section 5.08 — Use of Proceeds

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

ARTICLE VI — RIGHTS AND REMEDIES

Section 6.01 — Rights Upon Event of Default

(a) Upon the occurrence and during the continuance of an Event of Default (as defined in Article VIII of the Credit Agreement), the Collateral Agent shall have, in addition to all rights and remedies granted to the Collateral Agent under this Agreement, the Credit Agreement, and the other Loan Documents, all rights and remedies of a secured party under the UCC and under any other applicable law, all of which rights and remedies shall be cumulative and not exclusive, to the full extent permitted by law. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to or demand upon any Grantor (except as otherwise required by applicable law or the Intercreditor Agreement), to exercise any or all of the following remedies:

(i) Possession. Take immediate possession of all or any portion of the Collateral, with or without judicial process, wherever the same may be found, and for that purpose may enter any premises on which the Collateral or any part thereof may be situated and remove the same therefrom, and each Grantor hereby consents to such entry and removal and waives any claim for trespass or damages occasioned thereby.

(ii) Assembly. Require any Grantor, at such Grantor's expense, to assemble all or any portion of the Collateral and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both the Collateral Agent and such Grantor.

(iii) Disposition. Sell, lease, assign, or otherwise dispose of all or any portion of the Collateral, in its then-existing condition or following any commercially reasonable preparation or processing, at public or private sale, by one or more contracts, as

SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT
dated as of
November 17, 2023
among
STONEFIELD LOGISTICS GROUP INC., a Delaware corporation, as Borrower,
STONEFIELD LOGISTICS HOLDINGS LLC, a Delaware limited liability company,
STONEFIELD FREIGHT SERVICES LLC, a Texas limited liability company,
STONEFIELD LAST MILE INC., a Delaware corporation,
STONEFIELD WAREHOUSING LLC, a Texas limited liability company,
each as a Grantor,
in favor of
BELVEDERE CREDIT OPPORTUNITIES FUND LP, a Delaware limited partnership, as Collateral Agent
Made in connection with that certain Super-Priority Credit Agreement dated as of November 17, 2023, among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender
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SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT
This SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is made and entered into as of November 17, 2023, by and among STONEFIELD LOGISTICS GROUP INC., a Delaware corporation (the "Borrower"), STONEFIELD LOGISTICS HOLDINGS LLC, a Delaware limited liability company (the "Holdings" or the "direct parent"), STONEFIELD FREIGHT SERVICES LLC, a Texas limited liability company, STONEFIELD LAST MILE INC., a Delaware corporation, and STONEFIELD WAREHOUSING LLC, a Texas limited liability company (each of the foregoing, including the Borrower, individually a "Grantor" and collectively, the "Grantors"), in favor of BELVEDERE CREDIT OPPORTUNITIES FUND LP, a Delaware limited partnership, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").
RECITALS
A. The Borrower is a corporation duly organized and validly existing under the laws of the State of Delaware (EIN: 83-2457109; Delaware Secretary of State File No.: 6341872), with its principal executive offices and headquarters located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201. The Borrower's registered agent in the State of Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Borrower is a provider of logistics, freight, and warehousing services throughout the United States, operating through its direct and indirect subsidiaries.
B. The Borrower, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender, have entered into that certain Super-Priority Credit Agreement dated as of November 17, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to provide to the Borrower a super-priority first-out term loan facility in an aggregate principal amount of $55,000,000 (the "Super-Priority Facility"), consisting of (i) $45,000,000 in term loans funded at the closing on the date hereof (the "Initial Term Loans") and (ii) $10,000,000 in delayed-draw term loan commitments (the "DDTL Commitments" and the loans made thereunder, the "Delayed-Draw Term Loans"), in each case bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate (subject to a 100 basis point SOFR floor) plus a margin of 700 basis points, with an original issue discount of 2.00% ($1,100,000 in the aggregate with respect to the Initial Term Loans), and with a final maturity date of December 19, 2027.
C. Pursuant to the Super-Priority Guaranty Agreement dated as of November 17, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty Agreement"), each of Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC (each, a "Guarantor" and collectively, the "Guarantors") has unconditionally and irrevocably guaranteed the full and punctual payment and performance of all Secured Obligations (as defined herein) of the Borrower under the Credit Agreement and the other Loan Documents.
D. The Borrower, the Collateral Agent, and Pinnacle National Bank, N.A. (in its capacity as administrative agent and collateral agent under the Amended and Restated First Lien Credit Agreement (as defined below), the "First Lien Agent") are parties to that certain Amended and Restated Intercreditor Agreement dated as of November 10, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Belvedere Credit Opportunities Fund LP, as super-priority agent (in such capacity, the "Super-Priority Agent"), Pinnacle National Bank, N.A., as first lien agent (in such capacity, the "First Lien Agent"), and Stonefield Logistics Group Inc., as borrower and on behalf of each other grantor thereunder, which Intercreditor Agreement establishes the relative rights, priorities, and interests of the Super-Priority Agent and the First Lien Agent with respect to the collateral securing their respective obligations, including the super-priority first-out / first lien second-out lien priority and payment waterfall structure.
E. It is a condition precedent to the making of the Initial Term Loans and the availability of the DDTL Commitments under the Credit Agreement that each of the Grantors execute and deliver this Agreement to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon substantially all of the assets and property of each Grantor, to secure all of the Secured Obligations on a super-priority first-out basis.
F. Each Grantor acknowledges that it will receive direct and indirect benefits from the extensions of credit under the Credit Agreement, and that the execution and delivery of this Agreement is a material inducement for the Lenders to enter into the Credit Agreement and to make the Loans and provide the other financial accommodations as provided thereunder. Each Grantor has determined that it is in its best interest and to its direct financial advantage to execute and deliver this Agreement and to grant the security interests described herein to induce the Lenders to make such extensions of credit.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees, for the benefit of the Collateral Agent and the Secured Parties, as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Amended and Restated First Lien Credit Agreement" means that certain Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among Stonefield Logistics Group Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent and collateral agent, as amended, restated, supplemented, or otherwise modified from time to time, subject to the terms and conditions of the Intercreditor Agreement.
"Borrower" means Stonefield Logistics Group Inc., a Delaware corporation.
"Collateral" has the meaning assigned to such term in Section 2.01 and, for the avoidance of doubt, shall encompass all personal property and assets of each Grantor of every type and description, whether tangible or intangible, whether now owned or hereafter acquired, and wherever located, as more particularly described in Article II, but excluding the Excluded Assets.
"Collateral Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, in its capacity as collateral agent under the Credit Agreement and this Agreement, together with its successors and assigns in such capacity.
"Credit Agreement" means that certain Super-Priority Credit Agreement dated as of November 17, 2023, among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Excluded Assets" has the meaning assigned to such term in Section 2.02.
"Grantors" means, collectively, Stonefield Logistics Group Inc., Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC, and "Grantor" means any one of them, in each case together with their respective successors and permitted assigns.
"Guaranty Agreement" means the Super-Priority Guaranty Agreement dated as of November 17, 2023, among Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC, in favor of the Collateral Agent, as amended, restated, supplemented, or otherwise modified from time to time.
"Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), Pinnacle National Bank, N.A. (as First Lien Agent), and Stonefield Logistics Group Inc. (on behalf of the Grantors), as amended, restated, supplemented, or otherwise modified from time to time.
"Lenders" means Belvedere Credit Opportunities Fund LP, in its capacity as Initial Lender, and each other lender from time to time party to the Credit Agreement.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement and includes, without limitation, the Credit Agreement, this Agreement, the Guaranty Agreement, and each other agreement, document, instrument, or certificate executed in connection therewith.
"Pledged Equity" means all equity interests in each subsidiary Grantor that are pledged to the Collateral Agent pursuant to Section 2.03 and as more particularly described in Schedule I attached hereto, including all certificates, instruments, and other documents representing or evidencing such equity interests and all rights, privileges, preferences, options, warrants, and other interests related thereto, whether now existing or hereafter arising.
"Proceeds" means "proceeds" as defined in the UCC (including Article 9 of the UCC as in effect in the State of New York) and, in any event, shall include, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty, or guaranty payable to any Grantor from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Collateral by any governmental authority (or any person acting under color of governmental authority), (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral, and (d) all cash and non-cash proceeds of any of the foregoing.
"Secured Obligations" means all obligations, liabilities, and indebtedness of every kind, nature, and description of the Borrower and each Guarantor arising under or in connection with the Credit Agreement, the Guaranty Agreement, and the other Loan Documents, whether now existing or hereafter arising, whether direct or indirect (including those acquired by assumption or assignment), absolute or contingent, due or to become due, including, without limitation, (a) all principal of and interest (including post-petition interest and interest that would accrue but for the filing of a petition in bankruptcy or the commencement of any insolvency, reorganization, or similar proceeding, whether or not a claim for such interest is allowed in such proceeding) on the Loans, (b) all fees, including the 1.00% per annum commitment fee payable on the undrawn portion of the $10,000,000 Delayed-Draw Term Loan Commitments, (c) the original issue discount of 2.00% ($1,100,000 in the aggregate with respect to the Initial Term Loans), (d) all reimbursement obligations, (e) all premium, if any, (f) all expenses, indemnities, and other amounts payable under the Credit Agreement or any other Loan Document, and (g) all obligations of every kind and description of the Borrower and each Guarantor to the Collateral Agent, the Administrative Agent, and the Lenders under or in connection with the Credit Agreement, the Guaranty Agreement, and the other Loan Documents, howsoever arising, whether for principal, interest, fees, costs, indemnification, expenses (including legal fees), or otherwise.
"Secured Parties" means, collectively, Belvedere Credit Opportunities Fund LP (in its capacities as Administrative Agent, Collateral Agent, and Initial Lender) and each other Lender from time to time party to the Credit Agreement, together with their respective successors and assigns.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if, by reason of mandatory provisions of law, any of the attachment, perfection, priority, or enforcement of the security interest granted herein in any item or items of Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, priority, or enforcement.
All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement or, if not defined therein, in the UCC (as defined herein). In the event of any inconsistency between the definitions in the Credit Agreement and the definitions in the UCC, the definitions in the Credit Agreement shall control.
Section 1.02 — UCC Terms
The following terms, when used herein with initial capital letters, shall have the respective meanings assigned to them in Article 9 of the UCC (or, where applicable, in other Articles of the UCC): "Account," "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Electronic Chattel Paper," "Equipment," "Fixture," "General Intangible," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right," "Payment Intangible," "Securities Account," "Software," "Supporting Obligation," and "Tangible Chattel Paper." To the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition contained in Article 9 of the UCC shall govern, unless the context otherwise requires.
Section 1.03 — Rules of Interpretation
(a) Unless the context otherwise requires, (i) references herein to "Articles," "Sections," "Schedules," and "Annexes" shall be deemed references to Articles and Sections of, and Schedules and Annexes to, this Agreement, (ii) a reference to any Article, Section, Schedule, or Annex includes all sub-divisions thereof, (iii) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole, (iv) the word "including" means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it, (v) the singular includes the plural and vice versa, (vi) references to any gender include all genders, and (vii) references to "days" mean calendar days unless otherwise specified.
(b) The headings, captions, and arrangements used in this Agreement are for convenience of reference only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.
(c) References herein to Articles 8 and 9 of the UCC mean the UCC as in effect in the State of New York, unless the context otherwise requires. Where the perfection of, or the filing or recording of, a security interest depends upon the law of a jurisdiction other than the State of New York, the references herein to filings, recordings, and perfection shall be deemed references to the corresponding provisions of the applicable law of such jurisdiction.
(d) Notwithstanding anything to the contrary set forth herein, in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Intercreditor Agreement with respect to lien priority, lien enforcement, application of proceeds, or the relative rights and obligations of the Super-Priority Agent and the First Lien Agent, the provisions of the Intercreditor Agreement shall govern and control.
ARTICLE II — GRANT OF SECURITY INTEREST
Section 2.01 — Grant
As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all of the Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon all right, title, and interest of such Grantor in, to, and under all of the following property and assets of such Grantor, whether now owned or hereafter acquired, whether now existing or hereafter coming into existence, and wherever located (all of the following being collectively referred to herein as the "Collateral"):
(a) All Accounts, whether now existing or hereafter arising, including all accounts receivable, rights to payment for goods sold or leased or for services rendered, and all rights associated therewith;
(b) All Chattel Paper (including all Electronic Chattel Paper and all Tangible Chattel Paper), whether now existing or hereafter arising;
(c) All Commercial Tort Claims as of the date hereof and as may arise from time to time hereafter, including those described on Schedule III attached hereto (as such Schedule may be supplemented from time to time in accordance with Section 5.07);
(d) All Deposit Accounts, whether now existing or hereafter opened, including all accounts maintained at Pinnacle National Bank, N.A. and at any other depository institution, together with all funds and amounts therein and all certificates and instruments, if any, from time to time representing or evidencing such Deposit Accounts, all as more particularly described on Schedule IV attached hereto;
(e) All Documents, whether now existing or hereafter arising, including all bills of lading, warehouse receipts, and other documents of title, whether negotiable or non-negotiable;
(f) All Equipment, whether now owned or hereafter acquired, of every type and description, wherever located, including all vehicles, trailers, semi-trailers, tractors, forklifts, pallet jacks, conveyor systems, warehouse equipment, loading docks, sorting systems, racking and shelving, terminal fixtures, and all other equipment used in connection with the Grantors' logistics, freight, warehousing, and last-mile delivery operations across all twenty-six (26) terminals in fourteen (14) states, together with all accessions, additions, attachments, improvements, substitutions, and replacements thereto and therefor, and all parts and accessories installed thereon or affixed thereto;
(g) All Fixtures, whether now owned or hereafter acquired, including all trade fixtures and all other items of personal property that have become fixtures under applicable law;
(h) All General Intangibles, whether now existing or hereafter arising, including all Payment Intangibles, all customer contracts, all vendor agreements, all service agreements, all software licenses (to the extent assignable), all franchise agreements, all trade names (including "Stonefield Logistics," "Stonefield Freight Services," "Stonefield Last Mile," and "Stonefield Warehousing"), all trademarks, service marks, and trade dress (and all goodwill associated therewith), all patents and patent applications, all copyrights and copyright applications, all domain names, all intellectual property of every type and description, all rights under warranty and indemnity agreements, all rights in and to refunds and rebates, all rights in and to tax refunds, and all other general intangibles and similar property or interests of any kind or nature;
(i) All Goods, whether now owned or hereafter acquired, including all Inventory and all Equipment, together with all accessions, additions, attachments, improvements, substitutions, and replacements thereto and therefor;
(j) All Instruments, whether now owned or hereafter acquired, including all promissory notes, all intercompany notes, and all other evidences of indebtedness, whether negotiable or non-negotiable;
(k) All Inventory, whether now owned or hereafter acquired, including all raw materials, work in process, finished goods, supplies, packaging materials, and other personal property held for sale, lease, or furnishing under contracts of service, and all goods so sold, leased, or furnished, and all returned and repossessed goods;
(l) All Investment Property, whether now owned or hereafter acquired, including the Pledged Equity described in Section 2.03 and Schedule I hereto, and all other securities, securities entitlements, securities accounts, commodity contracts, and commodity accounts;
(m) All Letter-of-Credit Rights, whether now existing or hereafter arising, including all rights in respect of the approximately $3,500,000 in outstanding letters of credit as of the date hereof, and all rights to payment or performance under any letter of credit;
(n) All Software, whether now owned or hereafter acquired, including all computer programs, source code, object code, data, databases, and documentation related thereto;
(o) All Supporting Obligations, whether now existing or hereafter arising, including all guarantees, letters of credit, suretyship agreements, and other credit support relating to any of the foregoing Collateral;
(p) All books, records, ledger cards, files, correspondence, documents, databases, computer programs, tapes, disks, and other property and rights at any time evidencing or relating to any of the foregoing Collateral;
(q) All Proceeds and products of any and all of the foregoing, in whatever form, including all insurance proceeds and all cash and non-cash proceeds of any of the foregoing, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof) or any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Section 2.02 — Excluded Assets
Notwithstanding the broad grant of security interest set forth in Section 2.01, the Collateral shall not include, and no security interest is granted herein with respect to, any of the following (collectively, the "Excluded Assets"):
(a) Any lease, license, contract, permit, or other agreement of any Grantor to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract, permit, or other agreement, or would create a right of termination in favor of any other party thereto (other than any Grantor) after giving effect to the applicable anti-assignment provisions of Article 9 of the UCC (including Sections 9-406, 9-407, 9-408, and 9-409 thereof) or any other applicable law (including the Bankruptcy Code); provided that such lease, license, contract, permit, or other agreement shall be an Excluded Asset only to the extent and for so long as such restriction on assignment is valid and enforceable and has not been rendered ineffective under the UCC or other applicable law, and only to the extent of such restriction;
(b) Any Equity Interests in excess of sixty-five percent (65%) of the voting stock (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) of any first-tier foreign subsidiary of any Grantor, if any;
(c) Any intent-to-use trademark applications filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) to the extent that the grant of a security interest therein prior to the filing of a "Statement of Use" or "Amendment to Allege Use" with respect thereto would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;
(d) Any governmental license or governmental permit of any Grantor to the extent that the grant of a security interest therein is prohibited by the terms thereof or by applicable law (but only to the extent such prohibition is not rendered ineffective under the UCC or other applicable law);
(e) Any property expressly excluded from the super-priority collateral pool by the terms of the Intercreditor Agreement; and
(f) Any Proceeds and products of any of the foregoing Excluded Assets described in clauses (a) through (e) above, but only to the extent that such Proceeds or products would themselves constitute Excluded Assets under the foregoing clauses.
For the avoidance of doubt, the exclusions set forth in this Section 2.02 shall be narrowly construed. If and when any property that is an Excluded Asset ceases to be subject to the applicable restriction or prohibition described above (whether by the lapse of such restriction, the obtaining of a required consent, the rendering of such restriction ineffective under applicable law, or otherwise), such property shall automatically, and without the need for any further action by any Grantor or the Collateral Agent, be deemed to constitute Collateral hereunder and shall be subject to the security interest and lien granted herein.
Section 2.03 — Pledge of Equity Interests
(a) Pledge by Stonefield Logistics Holdings LLC. Stonefield Logistics Holdings LLC hereby pledges, assigns, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon one hundred percent (100%) of the issued and outstanding common stock of Stonefield Logistics Group Inc. held by Stonefield Logistics Holdings LLC, together with all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all rights, privileges, options, warrants, and other interests of every kind and nature related thereto, as more particularly described in Schedule I attached hereto.
(b) Pledge by Stonefield Logistics Group Inc. Stonefield Logistics Group Inc. hereby pledges, assigns, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority super-priority security interest in and lien upon the following equity interests, in each case together with all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all rights, privileges, options, warrants, and other interests of every kind and nature related thereto, as more particularly described in Schedule I attached hereto:
(i) One hundred percent (100%) of the membership interests of Stonefield Freight Services LLC;
(ii) One hundred percent (100%) of the issued and outstanding common stock of Stonefield Last Mile Inc.; and
(iii) One hundred percent (100%) of the membership interests of Stonefield Warehousing LLC.
(c) Delivery of Certificated Securities and Stock Powers. To the extent that any Pledged Equity is represented by a certificate, each applicable Grantor shall, on the date hereof (or, with respect to after-acquired Pledged Equity, promptly upon the acquisition thereof), deliver to the Collateral Agent the original certificate or certificates representing such Pledged Equity, together with undated stock powers or other transfer instruments duly executed in blank by such Grantor, in form and substance satisfactory to the Collateral Agent.
(d) Notation on Books for Uncertificated Interests. To the extent that any Pledged Equity consists of uncertificated membership interests or other uncertificated equity interests, the applicable Grantor shall cause the issuer of such equity interests to note on its books and records the existence of the security interest and lien of the Collateral Agent therein, and such Grantor shall take all actions necessary or advisable to perfect the security interest of the Collateral Agent therein under Article 8 or Article 9 of the UCC, as applicable, including by delivering to the Collateral Agent an acknowledgment and consent from the applicable issuer, in form and substance reasonably satisfactory to the Collateral Agent, confirming the pledge and security interest and agreeing to register the transfer of such equity interests upon the instructions of the Collateral Agent following the occurrence and during the continuance of an Event of Default.
(e) Additional Equity Interests. Each Grantor shall deliver to the Collateral Agent all certificates, membership interest certificates, instruments, and other documents evidencing all Pledged Equity, together with undated stock powers, endorsements, or transfer forms executed in blank, and shall take all such further action as may be requested by the Collateral Agent to perfect and protect the Collateral Agent's security interest in such Pledged Equity.
Section 2.04 — Super-Priority Nature of Lien
(a) The Grantors acknowledge and agree that the security interests and liens granted hereby are intended to be, and shall be, super-priority first-out liens, which are senior and prior in right of payment and lien priority to the first lien security interests securing the obligations of the Borrower and the Guarantors under the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among Stonefield Logistics Group Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent and collateral agent.
(b) The relative priority of the security interests and liens granted herein vis-à-vis the first lien security interests of the First Lien Agent is governed by and subject to the terms and provisions of the Intercreditor Agreement, and the parties hereto agree that, in the event of any inconsistency between this Agreement and the Intercreditor Agreement with respect to lien priority, enforcement, or the application of proceeds, the Intercreditor Agreement shall control.
(c) Each of the Grantors hereby acknowledges and confirms that Pinnacle National Bank, N.A., in its capacity as First Lien Agent, has consented to the priming super-priority lien and security interest granted herein and to the terms and conditions of the Intercreditor Agreement, and that the first lien security interests in the Collateral securing the obligations under the Amended and Restated First Lien Credit Agreement are subordinate and junior to the super-priority liens and security interests granted herein in accordance with the terms of the Intercreditor Agreement.
(d) Nothing contained in this Section 2.04 shall be deemed to alter, modify, or amend the terms or provisions of the Intercreditor Agreement or the respective rights, obligations, or remedies of the Super-Priority Agent or the First Lien Agent thereunder.
ARTICLE III — PERFECTION AND FURTHER ASSURANCES
Section 3.01 — Filing of Financing Statements
(a) Each Grantor hereby irrevocably authorizes the Collateral Agent, at any time and from time to time, to file UCC-1 financing statements (and continuation statements, amendments, and assignments with respect thereto) in any filing office in any UCC jurisdiction that the Collateral Agent deems necessary or advisable to perfect the security interests and liens granted herein, naming such Grantor as debtor and the Collateral Agent as secured party, and describing the Collateral as "all assets" or "all personal property" of such Grantor or using any other description of the Collateral that the Collateral Agent may determine in its reasonable discretion. Each Grantor ratifies and authorizes the filing of any financing statements and amendments thereto filed by or on behalf of the Collateral Agent prior to the date hereof.
(b) The Collateral Agent shall file initial UCC-1 financing statements in the following jurisdictions, which represent the jurisdictions of organization of the respective Grantors (and thus the jurisdictions for filing under UCC Section 9-307):
(i) Delaware Secretary of State, for and with respect to Stonefield Logistics Group Inc. (Delaware corporation), Stonefield Logistics Holdings LLC (Delaware limited liability company), and Stonefield Last Mile Inc. (Delaware corporation);
(ii) Texas Secretary of State, for and with respect to Stonefield Freight Services LLC (Texas limited liability company) and Stonefield Warehousing LLC (Texas limited liability company).
(c) The description of collateral in each such financing statement shall be an all-assets description (e.g., "All assets of the Debtor, whether now owned or hereafter acquired, including, without limitation, all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, software, supporting obligations, and all proceeds and products thereof") or such other description as the Collateral Agent may reasonably determine to be appropriate or desirable.
(d) Each Grantor authorizes the Collateral Agent to file continuation statements, amendments, and assignments as necessary to maintain the perfection and priority of the security interests and liens granted herein, and to take all other actions as may be necessary or desirable to maintain the continued perfection of the security interests and liens granted hereunder.
Section 3.02 — Control Agreements
(a) Each Grantor shall use commercially reasonable efforts to deliver to the Collateral Agent fully executed deposit account control agreements (each, a "DACA"), in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Deposit Account maintained by such Grantor (including all operating accounts at Pinnacle National Bank, N.A. and at any other depository institution) within sixty (60) days after the date hereof (or such longer period as the Collateral Agent may agree in writing in its sole discretion). Each such DACA shall be executed by the applicable Grantor, the applicable depository bank, and the Collateral Agent, and shall provide the Collateral Agent with "control" (as defined in UCC Section 9-104) over such Deposit Account.
(b) Each Grantor shall use commercially reasonable efforts to deliver to the Collateral Agent fully executed securities account control agreements, in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Securities Account maintained by such Grantor, such that the Collateral Agent shall have "control" (as defined in UCC Section 8-106 or 9-106, as applicable) over each such Securities Account.
(c) With respect to all Electronic Chattel Paper constituting Collateral, each Grantor shall take all steps necessary to give the Collateral Agent "control" of such Electronic Chattel Paper within the meaning of UCC Section 9-105, including ensuring that a single authoritative copy of such Electronic Chattel Paper exists that is unique, identifiable, and unalterable, and that identifies the Collateral Agent as the assignee thereof.
Section 3.03 — Intellectual Property Filings
(a) Each Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent one or more short-form security agreements, assignments, or other instruments, in form suitable for filing with the United States Patent and Trademark Office (the "USPTO"), with respect to all trademarks, service marks, and trademark and service mark applications and registrations included in the Collateral and owned by such Grantor, and the Collateral Agent is hereby authorized to file such instruments with the USPTO.
(b) Each Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent one or more short-form security agreements, assignments, or other instruments, in form suitable for filing with the United States Copyright Office, with respect to all registered copyrights and copyright applications included in the Collateral and owned by such Grantor, and the Collateral Agent is hereby authorized to file such instruments with the United States Copyright Office.
(c) Each Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent one or more short-form security agreements, assignments, or other instruments, in form suitable for recording or filing with any other intellectual property office or registry (whether domestic or foreign), with respect to all patents, patent applications, and other intellectual property included in the Collateral and owned by such Grantor.
Section 3.04 — Further Assurances
(a) Each Grantor shall, at its own cost and expense, execute and deliver to the Collateral Agent such further documents, instruments, and agreements, and shall take such further actions and make such further filings and recordings, as the Collateral Agent may from time to time reasonably request, to create, preserve, perfect, validate, and maintain the super-priority security interests and liens granted herein and the priority thereof, including the execution and delivery of amendments to financing statements, control agreements, intellectual property security agreements, landlord access and waiver agreements, bailee agreements, and any other documents and instruments that the Collateral Agent may reasonably request.
(b) Each Grantor shall promptly notify the Collateral Agent in writing of:
(i) Any acquisition of material assets (other than Inventory acquired in the ordinary course of business) not previously included in any Schedule hereto;
(ii) The creation or acquisition of any new subsidiary, whether direct or indirect;
(iii) Any change in such Grantor's legal name, identity, or organizational structure;
(iv) Any change in such Grantor's jurisdiction of organization;
(v) Any change in such Grantor's chief executive office, principal place of business, or the establishment of any new place of business; and
(vi) Any event or circumstance that would render any representation or warranty made by such Grantor in this Agreement inaccurate or incomplete in any material respect.
Section 3.05 — After-Acquired Property
The security interests and liens granted herein shall automatically, and without the need for any further action by any Grantor, the Collateral Agent, or any other person, attach to all Collateral of each Grantor that is acquired, created, or arises after the date hereof. Each Grantor acknowledges that, to the extent perfection of the security interests granted herein in any after-acquired Collateral requires the filing of an additional financing statement, the execution of a control agreement, or any other action, such Grantor shall cooperate with the Collateral Agent in taking such action promptly following the acquisition or creation of such Collateral.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party as follows:
Section 4.01 — Organization and Good Standing
Each Grantor is duly organized or formed, validly existing, and in good standing (or its equivalent, where applicable) under the laws of its jurisdiction of organization, as set forth below:
(a) Stonefield Logistics Group Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing with the Delaware Secretary of State.
(b) Stonefield Logistics Holdings LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is in good standing with the Delaware Secretary of State.
(c) Stonefield Freight Services LLC is a limited liability company duly organized and validly existing under the laws of the State of Texas and is in good standing with the Texas Secretary of State.
(d) Stonefield Last Mile Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing with the Delaware Secretary of State.
(e) Stonefield Warehousing LLC is a limited liability company duly organized and validly existing under the laws of the State of Texas and is in good standing with the Texas Secretary of State.
Each Grantor is duly qualified and authorized to do business and is in good standing in every other jurisdiction where the nature of its business or the ownership or leasing of its property 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.
Section 4.02 — Power and Authority
Each Grantor has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties, to carry on its business as presently conducted, to execute and deliver this Agreement, and to perform its obligations hereunder, including the grant of the security interests and liens contemplated hereby. The execution, delivery, and performance of this Agreement by each Grantor, and the grant of the security interests and liens contemplated hereby, have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Grantor. Without limiting the generality of the foregoing, the Board of Directors of Stonefield Logistics Group Inc. adopted resolutions dated June 29, 2023 (as supplemented and ratified by resolutions dated December 11, 2023) authorizing the execution and delivery of this Agreement and the other Loan Documents and the grant of the security interests and liens contemplated hereby and thereby, and such resolutions remain in full force and effect and have not been revoked, rescinded, or modified.
Section 4.03 — Enforceability
This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (whether considered in a proceeding in equity or at law), including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of the adequacy of any legal remedy.
Section 4.04 — No Conflicts
The execution, delivery, and performance of this Agreement by each Grantor, and the grant of the security interests and liens contemplated hereby, do not and will not (a) contravene, violate, or conflict with the certificate of incorporation, bylaws, certificate of formation, operating agreement, or other organizational documents of such Grantor, (b) contravene, violate, or conflict with any material agreement, contract, lease, instrument, or other obligation to which such Grantor is a party or by which such Grantor or any of its property is bound, (c) contravene, violate, or conflict with any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or determination to which such Grantor or any of its property is subject, or (d) result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any property of such Grantor other than the liens and security interests created hereby and those permitted under the Credit Agreement; except, in the case of clauses (b), (c), and (d), where any such contravention, violation, conflict, or resulting lien would not reasonably be expected to have a Material Adverse Effect.
Section 4.05 — Title to Collateral; No Other Liens
Each Grantor has good and valid title to, or valid and subsisting rights in, all of the Collateral purported to be owned by it, free and clear of all liens, security interests, claims, charges, options, and encumbrances of every kind and nature whatsoever, except for the following (collectively, "Permitted Encumbrances"):
(a) The super-priority first-out liens and security interests granted herein in favor of the Collateral Agent for the benefit of the Secured Parties;
(b) The first lien security interests under the Amended and Restated First Lien Credit Agreement, with Pinnacle National Bank, N.A. as collateral agent, which first lien security interests are junior and subordinate to the super-priority liens and security interests granted herein pursuant to and in accordance with the Intercreditor Agreement; and
(c) Permitted Liens as defined in Section 7.01 of the Credit Agreement.
No Grantor has received written notice of any claim that has been asserted by any person to the ownership of or any interest in the Collateral (other than the Permitted Encumbrances), and no Grantor has knowledge of any basis for any such claim.
Section 4.06 — Organizational Information
The exact legal name, jurisdiction of organization, type of entity, organizational identification number, employer identification number, and chief executive office and principal place of business of each Grantor are as set forth in Schedule II attached hereto, and each Grantor represents and warrants that the information set forth therein is true, correct, and complete in all respects as of the date hereof. Without limiting the generality of the foregoing:
(a) Stonefield Logistics Group Inc.: exact legal name: Stonefield Logistics Group Inc.; jurisdiction of organization: Delaware; entity type: corporation; Delaware Secretary of State File No.: 6341872; EIN: 83-2457109; chief executive office and principal place of business: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.
(b) Stonefield Logistics Holdings LLC: exact legal name: Stonefield Logistics Holdings LLC; jurisdiction of organization: Delaware; entity type: limited liability company; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.
(c) Stonefield Freight Services LLC: exact legal name: Stonefield Freight Services LLC; jurisdiction of organization: Texas; entity type: limited liability company; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.
(d) Stonefield Last Mile Inc.: exact legal name: Stonefield Last Mile Inc.; jurisdiction of organization: Delaware; entity type: corporation; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.
(e) Stonefield Warehousing LLC: exact legal name: Stonefield Warehousing LLC; jurisdiction of organization: Texas; entity type: limited liability company; principal office: 4200 Commerce Street, Suite 1500, Dallas, Texas 75201.
No Grantor has changed its legal name, jurisdiction of organization, or organizational form within the five (5) years preceding the date hereof, except as disclosed in writing to the Collateral Agent prior to the date hereof.
Section 4.07 — Pledged Equity
(a) All Pledged Equity has been duly authorized and validly issued and, in the case of shares of capital stock, is fully paid and non-assessable and, in the case of limited liability company membership interests, has been fully paid to the extent required under the applicable operating agreement. The Pledged Equity constitutes the percentage of the issued and outstanding equity interests in the respective issuers as set forth in Schedule I attached hereto.
(b) No Grantor has granted any outstanding option, warrant, right to subscribe or purchase, conversion right, exchange right, or other agreement or right of any kind to acquire any equity interest in any subsidiary of such Grantor, other than as described in Schedule I. No Grantor is party to any shareholder agreement, voting trust, proxy, or other agreement or arrangement with respect to the voting or transfer of any Pledged Equity, other than as described herein, in the Credit Agreement, or in the Intercreditor Agreement.
(c) The pledge of the Pledged Equity hereunder does not violate the organizational documents of any issuer of such Pledged Equity or any applicable law, and no consents, approvals, or authorizations of, or filings or registrations with, any governmental authority or any other person are required in connection with such pledge, other than (i) UCC financing statement filings and (ii) such consents, approvals, and authorizations as have been obtained and are in full force and effect.
Section 4.08 — Deposit Accounts
Each Grantor has disclosed to the Collateral Agent all Deposit Accounts maintained by such Grantor, as set forth in Schedule IV attached hereto, including all operating accounts maintained at Pinnacle National Bank, N.A. and at any other depository institution. Schedule IV sets forth, with respect to each such Deposit Account, the name and address of the depository bank, the account number, and the type of account. No Grantor maintains any Deposit Account at any bank or other financial institution that is not listed on Schedule IV (as such Schedule may be supplemented from time to time in accordance with the terms hereof and of the Credit Agreement).
Section 4.09 — Commercial Tort Claims
As of the date hereof, no Grantor has any Commercial Tort Claims except as set forth in Schedule III attached hereto. As of the date hereof, no Grantor is a plaintiff or claimant in any pending or, to such Grantor's knowledge, threatened litigation or proceeding involving a Commercial Tort Claim having a reasonably anticipated value in excess of $250,000, except as set forth in Schedule III.
Section 4.10 — Intellectual Property
Schedule V attached hereto sets forth a true, correct, and complete list of all material patents, patent applications, trademarks, trademark applications and registrations, service marks, service mark applications and registrations, trade names, copyrights, copyright applications and registrations, and domain names owned by each Grantor as of the date hereof. To each Grantor's knowledge, each Grantor's rights in such intellectual property are valid and enforceable, and no claim has been asserted that the use of such intellectual property by any Grantor infringes upon or conflicts with the rights of any other person.
ARTICLE V — COVENANTS
Each Grantor covenants and agrees with the Collateral Agent and each other Secured Party that, so long as any Secured Obligations remain outstanding (other than contingent indemnification obligations for which no claim has been asserted) or any commitment under the Credit Agreement remains in effect, such Grantor shall comply with the following covenants:
Section 5.01 — Protection of Collateral
(a) Each Grantor shall maintain, preserve, and protect all Collateral in good working order and condition (ordinary wear and tear excepted), and shall not use or permit the use of the Collateral in violation of any provision of this Agreement, the Credit Agreement, any other Loan Document, or any applicable law, rule, or regulation.
(b) Each Grantor shall maintain insurance on and with respect to the Collateral in such amounts, with such insurers, and upon such terms as are required by the Credit Agreement, including, without limitation, the directors and officers liability insurance policy with Northgate Specialty Insurance Company (Policy No. NSI-DOL-2023-07721) providing $15,000,000 in aggregate coverage with a six (6)-year tail period. Each Grantor shall cause the Collateral Agent to be named as loss payee and/or additional insured, as applicable, under all insurance policies covering the Collateral, to the extent required by the Credit Agreement.
(c) Each Grantor shall comply with all laws, rules, regulations, orders, and requirements applicable to the Collateral and the use and operation thereof, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.
Section 5.02 — Restrictions on Disposition
No Grantor shall sell, lease, license, exchange, transfer, assign, or otherwise dispose of, or grant any option or other right with respect to, any Collateral or any interest therein, except as permitted by the Credit Agreement (including Permitted Dispositions as defined therein). Any Collateral disposed of in accordance with the terms of the Credit Agreement shall be automatically released from the security interests and liens granted herein effective upon the consummation of such disposition, and the Collateral Agent shall, at the expense of the applicable Grantor, execute and deliver such UCC-3 amendments, releases, or termination statements, and such other documents, as may be reasonably requested by such Grantor to evidence such release.
Section 5.03 — No Additional Liens
No Grantor shall create, incur, assume, or suffer or permit to exist any lien, security interest, mortgage, charge, claim, or encumbrance on or with respect to any Collateral, except for:
(a) The super-priority first-out liens and security interests granted herein in favor of the Collateral Agent for the benefit of the Secured Parties;
(b) The first lien security interests (subordinate to the super-priority liens) under the Amended and Restated First Lien Credit Agreement, with Pinnacle National Bank, N.A. as collateral agent, as permitted by the Intercreditor Agreement; and
(c) Permitted Liens as defined in the Credit Agreement.
Section 5.04 — Changes in Name, Jurisdiction, or Structure
No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational identification number, or (d) change its organizational form (e.g., convert from a corporation to a limited liability company, or vice versa), in each case, without providing at least thirty (30) days' prior written notice to the Collateral Agent, and, prior to the effectiveness of any such change, taking all actions that the Collateral Agent may reasonably request, at the expense of such Grantor, to maintain the perfection and priority of the security interests and liens granted herein, including, without limitation, filing amended or new financing statements, filing new intellectual property security agreements, and delivering new or amended control agreements.
Section 5.05 — New Subsidiaries and After-Acquired Equity
If at any time after the date hereof any Grantor shall form or acquire (whether by purchase, merger, consolidation, or otherwise) any new subsidiary (whether direct or indirect), such Grantor shall promptly (and in any event within thirty (30) days of such formation or acquisition):
(a) Cause such new subsidiary to become a party to this Agreement as a Grantor by executing and delivering a joinder agreement substantially in the form attached to the Credit Agreement or otherwise in form and substance reasonably satisfactory to the Collateral Agent;
(b) Deliver to the Collateral Agent all certificates, instruments, and other documents representing or evidencing one hundred percent (100%) of the equity interests in such new subsidiary (or sixty-five percent (65%) of the voting stock of any first-tier foreign subsidiary, if applicable), together with undated stock powers or transfer forms executed in blank; and
(c) Take all actions reasonably requested by the Collateral Agent to perfect and protect the Collateral Agent's security interest in such equity interests and in all assets and property of such new subsidiary.
Section 5.06 — Maintenance of Records
Each Grantor shall maintain complete and accurate books and records with respect to the Collateral and all transactions relating thereto at its chief executive office identified in Schedule II or at such other location as such Grantor may designate after providing at least thirty (30) days' prior written notice to the Collateral Agent. Each Grantor shall permit the Collateral Agent and its representatives to inspect and audit such books and records during normal business hours upon reasonable prior notice, subject to the terms and conditions of the Credit Agreement regarding inspections and audits.
Section 5.07 — Commercial Tort Claims
Each Grantor shall promptly notify the Collateral Agent in writing if such Grantor at any time becomes a plaintiff, claimant, or counterclaimant with respect to any Commercial Tort Claim having a reasonably anticipated value in excess of $250,000. Such notice shall include a brief description of the claim. Promptly upon the request of the Collateral Agent, such Grantor shall execute and deliver to the Collateral Agent a supplemental security agreement or amendment to Schedule III hereto, in form and substance reasonably satisfactory to the Collateral Agent, granting to the Collateral Agent a first-priority super-priority security interest in and lien upon such Commercial Tort Claim and the Proceeds thereof.
Section 5.08 — Use of Proceeds
The Borrower shall use the Proceeds of the Collateral only as permitted under the Credit Agreement, including for working capital, general corporate purposes, payment of transaction costs and expenses, and such other purposes as are expressly set forth in the Credit Agreement. No Grantor shall use or permit the use of the Proceeds of the Collateral for any purpose that is prohibited by the Credit Agreement or any applicable law.
ARTICLE VI — RIGHTS AND REMEDIES
Section 6.01 — Rights Upon Event of Default
(a) Upon the occurrence and during the continuance of an Event of Default (as defined in Article VIII of the Credit Agreement), the Collateral Agent shall have, in addition to all rights and remedies granted to the Collateral Agent under this Agreement, the Credit Agreement, and the other Loan Documents, all rights and remedies of a secured party under the UCC and under any other applicable law, all of which rights and remedies shall be cumulative and not exclusive, to the full extent permitted by law. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to or demand upon any Grantor (except as otherwise required by applicable law or the Intercreditor Agreement), to exercise any or all of the following remedies:
(i) Possession. Take immediate possession of all or any portion of the Collateral, with or without judicial process, wherever the same may be found, and for that purpose may enter any premises on which the Collateral or any part thereof may be situated and remove the same therefrom, and each Grantor hereby consents to such entry and removal and waives any claim for trespass or damages occasioned thereby.
(ii) Assembly. Require any Grantor, at such Grantor's expense, to assemble all or any portion of the Collateral and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both the Collateral Agent and such Grantor.
(iii) Disposition. Sell, lease, assign, or otherwise dispose of all or any portion of the Collateral, in its then-existing condition or following any commercially reasonable preparation or processing, at public or private sale, by one or more contracts, as

SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT

SUPER-PRIORITY PLEDGE AND SECURITY AGREEMENT

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