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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

STONEFIELD LOGISTICS GROUP INC.

(a Delaware corporation)

Filed with the Secretary of State of the State of Delaware on December 12, 2023

Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

FIRST: The name of the Corporation is Stonefield Logistics Group Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on or about December 15, 2017, in connection with the incorporation of the Corporation under the General Corporation Law of the State of Delaware (as the same may be amended, supplemented, or restated from time to time, the "DGCL").

SECOND: This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions on December 11, 2023, approving and declaring advisable this Amended and Restated Certificate of Incorporation, setting forth the text thereof, and directing that this Amended and Restated Certificate of Incorporation be submitted to the stockholders of the Corporation for their approval. The stockholders of the Corporation thereafter duly approved this Amended and Restated Certificate of Incorporation by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.

THIRD: This Amended and Restated Certificate of Incorporation restates, integrates, and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore amended and supplemented and as in effect immediately prior to the filing hereof.

FOURTH: This Amended and Restated Certificate of Incorporation has been adopted in connection with the consensual out-of-court restructuring of the Corporation and its subsidiaries (the "Restructuring"), pursuant to which, among other things: (a) the Corporation's 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the "Mezzanine Notes"), issued under that certain Indenture dated as of June 15, 2019, by and between the Corporation, the guarantors party thereto, and Hollowell Financial, as trustee and collateral agent, in an aggregate outstanding principal amount of $140,000,000, together with $8,100,000 of accrued payment-in-kind interest thereon (which accrued PIK interest is being waived in connection with the Restructuring), are being equitized in exchange for shares of Common Stock and Series A Preferred Stock of the Corporation issued to the former holders of the Mezzanine Notes (collectively, the "Mezzanine Equitization Recipients"); (b) the Corporation's first lien credit facilities, consisting of a first lien term loan and a revolving credit facility under that certain Credit Agreement dated as of December 15, 2017, as amended, among the Corporation, the lenders party thereto, and Greaves Bancorp, as administrative agent, are being amended and extended on the terms set forth in the Third Amendment to Credit Agreement dated as of December 12, 2023; and (c) the Corporation is entering into a new super-priority credit facility in an aggregate principal amount of $60,000,000, the proceeds of which will be used to fund the Corporation's working capital and general corporate needs and to pay fees, costs, and expenses incurred in connection with the Restructuring.

FIFTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

The name of the corporation is Stonefield Logistics Group Inc.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

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

ARTICLE III

PURPOSE

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

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares.

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one hundred ten million (110,000,000) shares, consisting of:

(a) one hundred million (100,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and

(b) ten million (10,000,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of which three million five hundred thousand (3,500,000) shares have been designated as Series A Preferred Stock pursuant to a Certificate of Designations filed contemporaneously herewith with the Secretary of State of the State of Delaware on December 12, 2023.

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any class or series of capital stock, voting separately as a class or series, shall be required therefor, except as may otherwise be required by this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or by applicable law.

As of the effective date of this Amended and Restated Certificate of Incorporation and in connection with the Restructuring, the authorized shares of Common Stock are sufficient to accommodate the following pro forma allocation of the Corporation's fully diluted capitalization:

(i) forty-seven and one-half percent (47.5%) of the outstanding shares of Common Stock (on a fully diluted basis) to Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership (together with its permitted transferees and affiliates, "Ridgeline" or the "Sponsor"), which shares represent the continuation of Ridgeline's existing equity investment in the Corporation;

(ii) forty-seven and one-half percent (47.5%) of the outstanding shares of Common Stock (on a fully diluted basis) to the Mezzanine Equitization Recipients, in partial consideration for the cancellation of the Mezzanine Notes and the waiver of accrued PIK interest thereon; and

(iii) five percent (5.0%) of the outstanding shares of Common Stock (on a fully diluted basis) reserved for issuance under the Stonefield Logistics Group Inc. 2023 Management Incentive Plan (the "MIP"), as approved by the Board of Directors on December 11, 2023.

Section 4.2 — Common Stock.

The rights, powers, preferences, and privileges of the Common Stock shall be as follows:

(a) Voting. Except as otherwise required by applicable law or as otherwise provided in this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock), each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election and removal of directors. Except as otherwise required by applicable law, holders of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(b) Dividends. Subject to the prior rights and preferences, if any, of the holders of any series of Preferred Stock then outstanding (including, without limitation, the Series A Preferred Stock, which accrues payment-in-kind dividends at a rate of 10.00% per annum as set forth in the Certificate of Designations therefor), and subject to applicable law and any contractual restrictions on the payment of dividends (including restrictions contained in the Corporation's credit agreements), the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. The Corporation shall not declare or pay any dividend or make any distribution to the holders of Common Stock unless simultaneously therewith the same dividend or distribution, on a pro rata and pari passu basis, is declared and paid or made, as applicable, on each share of Common Stock then outstanding.

(c) Liquidation. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after the payment or provision for payment of all debts and other liabilities of the Corporation and the payment in full of the liquidation preferences of all outstanding shares of Preferred Stock (including, without limitation, the aggregate liquidation preference of the Series A Preferred Stock, which, as of the effective date hereof, is thirty-five million dollars ($35,000,000) in the aggregate, subject to increase for accrued and unpaid dividends thereon), the holders of shares of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation available for distribution to its stockholders, in proportion to the number of shares of Common Stock held by each such holder.

(d) No Preemptive Rights. Except as may otherwise be provided in the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Corporation, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients (as the same may be amended, supplemented, or restated from time to time, the "Stockholders' Agreement"), no holder of Common Stock shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of capital stock of the Corporation, or any options, warrants, or rights to purchase such shares, which may at any time be issued, sold, or offered for sale by the Corporation.

(e) Pro Forma Allocation. For the avoidance of doubt, and as further described in Section 4.1, the initial allocation of Common Stock following the effective date of this Amended and Restated Certificate of Incorporation in connection with the Restructuring is as follows: (i) forty-seven and one-half percent (47.5%) to Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership; (ii) forty-seven and one-half percent (47.5%) to the Mezzanine Equitization Recipients, which include, without limitation, Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, Dunmore Special Situations Fund LP, and other former holders of the Mezzanine Notes; and (iii) five percent (5.0%) reserved for issuance under the MIP. The foregoing allocation is on a fully diluted basis and is presented for informational purposes only; the actual number of shares issued to each holder is set forth in the books and records of the Corporation and in the stock register maintained by the Corporation's transfer agent.

Section 4.3 — Preferred Stock.

(a) Authority to Issue in Series. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series, and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the powers, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations, and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination of the following:

(i) the distinctive serial designation of such series, the number of shares constituting such series, and the stated value, if any, thereof;

(ii) the dividend rate or rates (including payment-in-kind provisions, if any), the date or dates on which dividends shall be payable, whether dividends shall be cumulative or non-cumulative, and, if cumulative, the date or dates from which dividends shall commence to cumulate;

(iii) whether or not the shares of such series shall be redeemable and, if redeemable, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, the redemption price or prices, and the amount of the redemption fund, if any, to be provided for the redemption of such shares;

(iv) whether or not the shares of such series shall be subject to the operation of a sinking fund or purchase fund, and, if so, the terms and conditions of such sinking fund or purchase fund;

(v) whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes, or of any other series of the same or any other class or classes, of capital stock of the Corporation or any other securities, and, if so, the terms and conditions of such conversion or exchange, including the price or prices, the rate or rates of conversion or exchange, and the terms of adjustment thereof, if any;

(vi) the rights, if any, of the shares of such series upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation;

(vii) the voting rights, if any, of the shares of such series, including, without limitation, the right to vote as a separate class or series on particular matters, or to elect one or more directors; and

(viii) any other powers, preferences, and relative, participating, optional, and other special rights, and qualifications, limitations, and restrictions thereof, as shall not be inconsistent with applicable law.

(b) Series A Preferred Stock. As of the effective date of this Amended and Restated Certificate of Incorporation, the Corporation has designated three million five hundred thousand (3,500,000) shares of Preferred Stock as Series A Preferred Stock, pursuant to a Certificate of Designations of the Series A Preferred Stock of Stonefield Logistics Group Inc. (the "Certificate of Designations"), filed with the Secretary of State of the State of Delaware on December 12, 2023. By way of summary and cross-reference (and not in limitation of the full terms set forth in the Certificate of Designations), the principal terms of the Series A Preferred Stock include the following:

(i) an aggregate liquidation preference of thirty-five million dollars ($35,000,000);

(ii) a payment-in-kind dividend rate of ten percent (10.00%) per annum, compounding quarterly;

(iii) a liquidation preference senior to the Common Stock and to any other class or series of capital stock of the Corporation designated as junior to the Series A Preferred Stock;

(iv) issuance to the Mezzanine Equitization Recipients in exchange for the cancellation of one hundred forty million dollars ($140,000,000) in aggregate principal amount of the Mezzanine Notes (CUSIP 861537 AA 2), plus the waiver by such holders of eight million one hundred thousand dollars ($8,100,000) of accrued payment-in-kind interest on the Mezzanine Notes; and

(v) such other rights, preferences, privileges, limitations, and restrictions as are set forth in the Certificate of Designations.

In the event of any conflict or inconsistency between this Section 4.3(b) and the Certificate of Designations, the terms of the Certificate of Designations shall control.

Section 4.4 — No Fractional Shares.

The Corporation shall not issue fractional shares of any class or series of capital stock. In the event that any person would otherwise be entitled to receive a fractional share of any class or series of capital stock of the Corporation (whether as a result of the Restructuring, a stock split, stock dividend, reclassification, or otherwise), the Corporation shall, in lieu of issuing such fractional share, either (a) pay to such person an amount in cash (without interest) equal to the fair market value of such fractional share, as determined in good faith by the Board of Directors, or (b) round the number of shares to be issued to such person up to the nearest whole share, as the Board of Directors may determine in its sole discretion.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 — Number and Election.

(a) Management by Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon it by applicable law, this Amended and Restated Certificate of Incorporation, and the Bylaws of the Corporation, the Board of Directors is hereby authorized to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, the Bylaws, and the Stockholders' Agreement.

(b) Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time in the manner provided in the Bylaws of the Corporation and the Stockholders' Agreement; provided, however, that the initial number of directors following the effective date of this Amended and Restated Certificate of Incorporation shall be seven (7).

(c) Board Composition. The initial Board of Directors following the effective date of this Amended and Restated Certificate of Incorporation shall be comprised as follows:

(i) three (3) directors designated by Ridgeline Capital Partners Fund III, L.P. (each, a "Sponsor Designee" and, collectively, the "Sponsor Designees");

(ii) three (3) directors designated by the holders of a majority of the shares of Common Stock issued to the Mezzanine Equitization Recipients (each, a "Mezzanine Designee" and, collectively, the "Mezzanine Designees"); and

(iii) one (1) independent director (the "Independent Director") mutually agreed upon by the Sponsor Designees and the Mezzanine Designees, who shall qualify as an "independent director" under the rules and regulations of the New York Stock Exchange (regardless of whether the Corporation's securities are then listed thereon) and who shall not be an officer, employee, partner, member, or affiliate of Ridgeline or any Mezzanine Equitization Recipient.

(d) Designation Procedures. The detailed procedures for the nomination, designation, and election of directors, including the circumstances under which the number of Sponsor Designees or Mezzanine Designees may be reduced, the qualifications applicable to each designee, and the process for resolving disputes regarding director nominations, are set forth in the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Corporation, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients. The provisions of the Stockholders' Agreement relating to board designation and nomination are hereby incorporated by reference to the extent not inconsistent with the DGCL or this Amended and Restated Certificate of Incorporation.

Section 5.2 — Removal and Vacancies.

(a) Removal. Any director, or the entire Board of Directors, may be removed, with or without cause, by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote in the election of directors, voting together as a single class; provided, however, that the removal of any Sponsor Designee shall require the prior written consent of Ridgeline Capital Partners Fund III, L.P., and the removal of any Mezzanine Designee shall require the prior written consent of the holders of a majority of the shares of Common Stock issued to the Mezzanine Equitization Recipients, in each case in accordance with the designation rights and procedures set forth in the Stockholders' Agreement.

(b) Vacancies. Any vacancy on the Board of Directors resulting from the death, resignation, disqualification, removal, or other cause of a Sponsor Designee shall be filled by a person designated by Ridgeline Capital Partners Fund III, L.P., and any vacancy resulting from the death, resignation, disqualification, removal, or other cause of a Mezzanine Designee shall be filled by a person designated by the holders of a majority of the shares of Common Stock issued to the Mezzanine Equitization Recipients. Any vacancy in the Independent Director seat shall be filled by a person mutually agreed upon by the Sponsor Designees and the Mezzanine Designees, who shall meet the independence qualifications set forth in Section 5.1(c)(iii). Any newly created directorship resulting from an increase in the authorized number of directors shall be filled in the manner provided in the Bylaws and the Stockholders' Agreement. Any director elected or appointed to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, or removal.

Section 5.3 — Written Ballot.

Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

ARTICLE VI

LIMITATION OF LIABILITY

Section 6.1 — Director Exculpation.

To the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Section 6.1 shall not eliminate or limit the liability of a director:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, or unlawful redemptions); or

(iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended from time to time. No amendment to, modification of, or repeal of this Section 6.1 shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment, modification, or repeal.

Section 6.2 — Officer Exculpation.

To the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof, as amended effective August 1, 2022, pursuant to Senate Bill 273 of the 151st General Assembly of the State of Delaware), no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. Without limiting the foregoing, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer; provided, however, that this Section 6.2 shall not eliminate or limit the liability of an officer:

(i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) for any transaction from which the officer derived an improper personal benefit; or

(iv) in any action by or in the right of the Corporation.

If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of each officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended from time to time. No amendment to, modification of, or repeal of this Section 6.2 shall apply to, or have any effect on, the liability or alleged liability of any officer of the Corporation for or with respect to any acts or omissions of such officer occurring prior to the effective date of such amendment, modification, or repeal.

ARTICLE VII

INDEMNIFICATION

Section 7.1 — Right to Indemnification.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, partner, trustee, or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise (an "Other Entity"), against all liability and loss suffered and expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by such Covered Person in connection with such Proceeding. Notwithstanding the foregoing, except as otherwise provided in Section 7.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) was authorized by the Board of Directors.

The Corporation currently maintains directors' and officers' liability insurance providing coverage to the directors and officers of the Corporation and its subsidiaries under a policy issued by Northgate Specialty Insurance Company, Policy No. NSI-DOL-2023-07721, providing aggregate coverage of fifteen million dollars ($15,000,000) with a six (6) year tail period commencing on the closing date of the Restructuring. The existence of such insurance shall not, however, limit or affect the obligations of the Corporation under this Article VII.

Section 7.2 — Advancement of Expenses.

The Corporation shall, to the fullest extent permitted by applicable law, pay the expenses (including attorneys' fees) incurred by a Covered Person in defending any Proceeding in advance of the final disposition of such Proceeding; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a "Final Adjudication") that such Covered Person is not entitled to be indemnified for such expenses under this Amended and Restated Certificate of Incorporation or otherwise. The rights conferred in this Section 7.2 are contract rights and shall continue as to a Covered Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Covered Person's heirs, executors, and administrators.

Section 7.3 — Non-Exclusivity.

The rights to indemnification and advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any applicable law, provision of this Amended and Restated Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, any indemnification agreement entered into between the Corporation and any director or officer), any vote of stockholders or disinterested directors, or otherwise. The Corporation is hereby authorized to enter into individual indemnification agreements with any or all of its directors, officers, employees, or agents, and to obtain and maintain insurance to protect itself and any such person against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

Section 7.4 — Insurance.

The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, member, partner, trustee, or agent of an Other Entity, against any expense, liability, or loss asserted against or incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under applicable law. The Corporation may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided in this Article VII.

ARTICLE VIII

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, and in addition to any vote required by applicable law, any amendment, alteration, change, or repeal of Article V (Board of Directors), Article VI (Limitation of Liability), Article VII (Indemnification), Article X (Exclusive Forum), or Article XI (Corporate Opportunities), or any amendment, alteration, change, or repeal of this sentence, shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.

ARTICLE IX

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors then in office (or such greater vote as may be required by the Bylaws or the Stockholders' Agreement). The stockholders of the Corporation shall also have power to adopt, amend, alter, or repeal the Bylaws of the Corporation, subject to the voting thresholds specified in the Bylaws and this Amended and Restated Certificate of Incorporation. In the event of any conflict between the Bylaws and this Amended and Restated Certificate of Incorporation, the provisions of this Amended and Restated Certificate of Incorporation shall control.

ARTICLE X

EXCLUSIVE FORUM

Section 10.1 — Delaware Forum.

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor the Superior Court of the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on behalf of the Corporation;

(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;

(c) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation (as it may be amended, supplemented, or restated from time to time), or the Bylaws of the Corporation (as they may be amended, supplemented, or restated from time to time); or

(d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 10.1. If any action the subject matter of which is within the scope of this Section 10.1 is filed in a court other than a court located within the State of Delaware (a "Foreign Action"), the person or entity bringing such Foreign Action shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 10.1 and (ii) service of process on such person or entity's counsel in the Foreign Action as agent for such person or entity.

Section 10.2 — Federal Forum for Securities Claims.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of doubt, this Section 10.2 is intended to benefit the Corporation, its directors, officers, employees, and agents, and the underwriters, if any, of any offering of the Corporation's securities, and shall not apply to claims arising under the Securities Exchange Act of 1934, as amended.

ARTICLE XI

CORPORATE OPPORTUNITIES

To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision), the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may be from time to time presented to or become known to Ridgeline Capital Partners Fund III, L.P., Ridgeline Capital Management III LLC, or any of their respective affiliates (other than the Corporation and its subsidiaries) (each, a "Specified Party"), or to any director of the Corporation who is a Sponsor Designee or a Mezzanine Designee and who is presented with such opportunity in his or her capacity as a director, officer, partner, member, manager, employee, agent, or representative of any Specified Party (each such opportunity, an "Excluded Opportunity").

No Specified Party and no Sponsor Designee or Mezzanine Designee shall have any duty to communicate or present any Excluded Opportunity to the Corporation, and no Specified Party or such designee shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, as a director of the Corporation or otherwise, by reason of the fact that such Specified Party or such designee (a) pursues or acquires any Excluded Opportunity for its own account or for the account of any of its affiliates, (b) directs any Excluded Opportunity to another person or entity, or (c) fails to present any Excluded Opportunity, or information regarding any Excluded Opportunity, to the Corporation.

Notwithstanding the foregoing, the renunciation set forth in this Article XI shall not apply to any business opportunity that is expressly offered to a Sponsor Designee or Mezzanine Designee solely in his or her capacity as a director of the Corporation.

Neither the amendment nor the repeal of this Article XI, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the Bylaws inconsistent with this Article XI, shall eliminate or reduce the protections afforded to any Specified Party, Sponsor Designee, or Mezzanine Designee with respect to any Excluded Opportunity that arose or was presented prior to such amendment, repeal, or adoption.

ARTICLE XII

STOCKHOLDERS' AGREEMENT

Certain rights and obligations of the stockholders of the Corporation, including, without limitation, rights and obligations relating to the composition and governance of the Board of Directors, the transfer of shares of capital stock, tag-along and drag-along rights, registration rights, information rights, preemptive rights, and certain consent and approval rights, are governed by the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Corporation, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients (as the same may be amended, supplemented, or restated from time to time, the "Stockholders' Agreement"). Copies of the Stockholders' Agreement are available for inspection at the principal office of the Corporation.

In the event of any conflict or inconsistency between the provisions of this Amended and Restated Certificate of Incorporation and the provisions of the Stockholders' Agreement: (a) with respect to matters of corporate governance under the DGCL, including, without limitation, matters relating to the authority and powers of the Board of Directors, the issuance and terms of capital stock, and the rights and obligations of stockholders as stockholders of the Corporation, this Amended and Restated Certificate of Incorporation shall control; and (b) with respect to contractual matters among the parties to the Stockholders' Agreement, including, without limitation, transfer restrictions, tag-along rights, drag-along rights, and registration rights, the Stockholders' Agreement shall control as between and among the parties thereto, to the extent not prohibited by the DGCL or this Amended and Restated Certificate of Incorporation.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 — Severability.

If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph or section of this Amended and Restated Certificate of Incorporation containing any such provision that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by applicable law.

Section 13.2 — Effective Date.

This Amended and Restated Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware on December 12, 2023.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 12th day of December, 2023.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Marcus Delano

Title: Chief Executive Officer

Date: December 12, 2023

ATTEST:

By: ________

Name: Howard Kessler

Title: Secretary

Date: December 12, 2023

Corporation Details:

Employer Identification Number (EIN): 83-2457109 Delaware File Number: 6341872 Principal Office: 4200 Commerce Street, Suite 1500, Dallas, TX 75201

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
STONEFIELD LOGISTICS GROUP INC.
(a Delaware corporation)
Filed with the Secretary of State of the State of Delaware on December 12, 2023
Stonefield Logistics Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST: The name of the Corporation is Stonefield Logistics Group Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on or about December 15, 2017, in connection with the incorporation of the Corporation under the General Corporation Law of the State of Delaware (as the same may be amended, supplemented, or restated from time to time, the "DGCL").
SECOND: This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions on December 11, 2023, approving and declaring advisable this Amended and Restated Certificate of Incorporation, setting forth the text thereof, and directing that this Amended and Restated Certificate of Incorporation be submitted to the stockholders of the Corporation for their approval. The stockholders of the Corporation thereafter duly approved this Amended and Restated Certificate of Incorporation by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.
THIRD: This Amended and Restated Certificate of Incorporation restates, integrates, and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore amended and supplemented and as in effect immediately prior to the filing hereof.
FOURTH: This Amended and Restated Certificate of Incorporation has been adopted in connection with the consensual out-of-court restructuring of the Corporation and its subsidiaries (the "Restructuring"), pursuant to which, among other things: (a) the Corporation's 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the "Mezzanine Notes"), issued under that certain Indenture dated as of June 15, 2019, by and between the Corporation, the guarantors party thereto, and Hollowell Financial, as trustee and collateral agent, in an aggregate outstanding principal amount of $140,000,000, together with $8,100,000 of accrued payment-in-kind interest thereon (which accrued PIK interest is being waived in connection with the Restructuring), are being equitized in exchange for shares of Common Stock and Series A Preferred Stock of the Corporation issued to the former holders of the Mezzanine Notes (collectively, the "Mezzanine Equitization Recipients"); (b) the Corporation's first lien credit facilities, consisting of a first lien term loan and a revolving credit facility under that certain Credit Agreement dated as of December 15, 2017, as amended, among the Corporation, the lenders party thereto, and Greaves Bancorp, as administrative agent, are being amended and extended on the terms set forth in the Third Amendment to Credit Agreement dated as of December 12, 2023; and (c) the Corporation is entering into a new super-priority credit facility in an aggregate principal amount of $60,000,000, the proceeds of which will be used to fund the Corporation's working capital and general corporate needs and to pay fees, costs, and expenses incurred in connection with the Restructuring.
FIFTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
ARTICLE I
NAME
The name of the corporation is Stonefield Logistics Group Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is Capitol Registered Agents, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office of the Corporation within the State of Delaware.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out and effectuate its purposes, as now or hereafter conferred by the laws of the State of Delaware. Nothing in this Amended and Restated Certificate of Incorporation shall be construed to limit or restrict in any way the lawful business purposes or activities in which the Corporation may engage.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1 — Total Authorized Shares.
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one hundred ten million (110,000,000) shares, consisting of:
(a) one hundred million (100,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and
(b) ten million (10,000,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of which three million five hundred thousand (3,500,000) shares have been designated as Series A Preferred Stock pursuant to a Certificate of Designations filed contemporaneously herewith with the Secretary of State of the State of Delaware on December 12, 2023.
The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any class or series of capital stock, voting separately as a class or series, shall be required therefor, except as may otherwise be required by this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or by applicable law.
As of the effective date of this Amended and Restated Certificate of Incorporation and in connection with the Restructuring, the authorized shares of Common Stock are sufficient to accommodate the following pro forma allocation of the Corporation's fully diluted capitalization:
(i) forty-seven and one-half percent (47.5%) of the outstanding shares of Common Stock (on a fully diluted basis) to Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership (together with its permitted transferees and affiliates, "Ridgeline" or the "Sponsor"), which shares represent the continuation of Ridgeline's existing equity investment in the Corporation;
(ii) forty-seven and one-half percent (47.5%) of the outstanding shares of Common Stock (on a fully diluted basis) to the Mezzanine Equitization Recipients, in partial consideration for the cancellation of the Mezzanine Notes and the waiver of accrued PIK interest thereon; and
(iii) five percent (5.0%) of the outstanding shares of Common Stock (on a fully diluted basis) reserved for issuance under the Stonefield Logistics Group Inc. 2023 Management Incentive Plan (the "MIP"), as approved by the Board of Directors on December 11, 2023.
Section 4.2 — Common Stock.
The rights, powers, preferences, and privileges of the Common Stock shall be as follows:
(a) Voting. Except as otherwise required by applicable law or as otherwise provided in this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock), each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election and removal of directors. Except as otherwise required by applicable law, holders of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or pursuant to the DGCL.
(b) Dividends. Subject to the prior rights and preferences, if any, of the holders of any series of Preferred Stock then outstanding (including, without limitation, the Series A Preferred Stock, which accrues payment-in-kind dividends at a rate of 10.00% per annum as set forth in the Certificate of Designations therefor), and subject to applicable law and any contractual restrictions on the payment of dividends (including restrictions contained in the Corporation's credit agreements), the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. The Corporation shall not declare or pay any dividend or make any distribution to the holders of Common Stock unless simultaneously therewith the same dividend or distribution, on a pro rata and pari passu basis, is declared and paid or made, as applicable, on each share of Common Stock then outstanding.
(c) Liquidation. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after the payment or provision for payment of all debts and other liabilities of the Corporation and the payment in full of the liquidation preferences of all outstanding shares of Preferred Stock (including, without limitation, the aggregate liquidation preference of the Series A Preferred Stock, which, as of the effective date hereof, is thirty-five million dollars ($35,000,000) in the aggregate, subject to increase for accrued and unpaid dividends thereon), the holders of shares of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation available for distribution to its stockholders, in proportion to the number of shares of Common Stock held by each such holder.
(d) No Preemptive Rights. Except as may otherwise be provided in the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Corporation, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients (as the same may be amended, supplemented, or restated from time to time, the "Stockholders' Agreement"), no holder of Common Stock shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of capital stock of the Corporation, or any options, warrants, or rights to purchase such shares, which may at any time be issued, sold, or offered for sale by the Corporation.
(e) Pro Forma Allocation. For the avoidance of doubt, and as further described in Section 4.1, the initial allocation of Common Stock following the effective date of this Amended and Restated Certificate of Incorporation in connection with the Restructuring is as follows: (i) forty-seven and one-half percent (47.5%) to Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership; (ii) forty-seven and one-half percent (47.5%) to the Mezzanine Equitization Recipients, which include, without limitation, Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, Dunmore Special Situations Fund LP, and other former holders of the Mezzanine Notes; and (iii) five percent (5.0%) reserved for issuance under the MIP. The foregoing allocation is on a fully diluted basis and is presented for informational purposes only; the actual number of shares issued to each holder is set forth in the books and records of the Corporation and in the stock register maintained by the Corporation's transfer agent.
Section 4.3 — Preferred Stock.
(a) Authority to Issue in Series. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series, and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the powers, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations, and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination of the following:
(i) the distinctive serial designation of such series, the number of shares constituting such series, and the stated value, if any, thereof;
(ii) the dividend rate or rates (including payment-in-kind provisions, if any), the date or dates on which dividends shall be payable, whether dividends shall be cumulative or non-cumulative, and, if cumulative, the date or dates from which dividends shall commence to cumulate;
(iii) whether or not the shares of such series shall be redeemable and, if redeemable, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, the redemption price or prices, and the amount of the redemption fund, if any, to be provided for the redemption of such shares;
(iv) whether or not the shares of such series shall be subject to the operation of a sinking fund or purchase fund, and, if so, the terms and conditions of such sinking fund or purchase fund;
(v) whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes, or of any other series of the same or any other class or classes, of capital stock of the Corporation or any other securities, and, if so, the terms and conditions of such conversion or exchange, including the price or prices, the rate or rates of conversion or exchange, and the terms of adjustment thereof, if any;
(vi) the rights, if any, of the shares of such series upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation;
(vii) the voting rights, if any, of the shares of such series, including, without limitation, the right to vote as a separate class or series on particular matters, or to elect one or more directors; and
(viii) any other powers, preferences, and relative, participating, optional, and other special rights, and qualifications, limitations, and restrictions thereof, as shall not be inconsistent with applicable law.
(b) Series A Preferred Stock. As of the effective date of this Amended and Restated Certificate of Incorporation, the Corporation has designated three million five hundred thousand (3,500,000) shares of Preferred Stock as Series A Preferred Stock, pursuant to a Certificate of Designations of the Series A Preferred Stock of Stonefield Logistics Group Inc. (the "Certificate of Designations"), filed with the Secretary of State of the State of Delaware on December 12, 2023. By way of summary and cross-reference (and not in limitation of the full terms set forth in the Certificate of Designations), the principal terms of the Series A Preferred Stock include the following:
(i) an aggregate liquidation preference of thirty-five million dollars ($35,000,000);
(ii) a payment-in-kind dividend rate of ten percent (10.00%) per annum, compounding quarterly;
(iii) a liquidation preference senior to the Common Stock and to any other class or series of capital stock of the Corporation designated as junior to the Series A Preferred Stock;
(iv) issuance to the Mezzanine Equitization Recipients in exchange for the cancellation of one hundred forty million dollars ($140,000,000) in aggregate principal amount of the Mezzanine Notes (CUSIP 861537 AA 2), plus the waiver by such holders of eight million one hundred thousand dollars ($8,100,000) of accrued payment-in-kind interest on the Mezzanine Notes; and
(v) such other rights, preferences, privileges, limitations, and restrictions as are set forth in the Certificate of Designations.
In the event of any conflict or inconsistency between this Section 4.3(b) and the Certificate of Designations, the terms of the Certificate of Designations shall control.
Section 4.4 — No Fractional Shares.
The Corporation shall not issue fractional shares of any class or series of capital stock. In the event that any person would otherwise be entitled to receive a fractional share of any class or series of capital stock of the Corporation (whether as a result of the Restructuring, a stock split, stock dividend, reclassification, or otherwise), the Corporation shall, in lieu of issuing such fractional share, either (a) pay to such person an amount in cash (without interest) equal to the fair market value of such fractional share, as determined in good faith by the Board of Directors, or (b) round the number of shares to be issued to such person up to the nearest whole share, as the Board of Directors may determine in its sole discretion.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 — Number and Election.
(a) Management by Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon it by applicable law, this Amended and Restated Certificate of Incorporation, and the Bylaws of the Corporation, the Board of Directors is hereby authorized to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, the Bylaws, and the Stockholders' Agreement.
(b) Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time in the manner provided in the Bylaws of the Corporation and the Stockholders' Agreement; provided, however, that the initial number of directors following the effective date of this Amended and Restated Certificate of Incorporation shall be seven (7).
(c) Board Composition. The initial Board of Directors following the effective date of this Amended and Restated Certificate of Incorporation shall be comprised as follows:
(i) three (3) directors designated by Ridgeline Capital Partners Fund III, L.P. (each, a "Sponsor Designee" and, collectively, the "Sponsor Designees");
(ii) three (3) directors designated by the holders of a majority of the shares of Common Stock issued to the Mezzanine Equitization Recipients (each, a "Mezzanine Designee" and, collectively, the "Mezzanine Designees"); and
(iii) one (1) independent director (the "Independent Director") mutually agreed upon by the Sponsor Designees and the Mezzanine Designees, who shall qualify as an "independent director" under the rules and regulations of the New York Stock Exchange (regardless of whether the Corporation's securities are then listed thereon) and who shall not be an officer, employee, partner, member, or affiliate of Ridgeline or any Mezzanine Equitization Recipient.
(d) Designation Procedures. The detailed procedures for the nomination, designation, and election of directors, including the circumstances under which the number of Sponsor Designees or Mezzanine Designees may be reduced, the qualifications applicable to each designee, and the process for resolving disputes regarding director nominations, are set forth in the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Corporation, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients. The provisions of the Stockholders' Agreement relating to board designation and nomination are hereby incorporated by reference to the extent not inconsistent with the DGCL or this Amended and Restated Certificate of Incorporation.
Section 5.2 — Removal and Vacancies.
(a) Removal. Any director, or the entire Board of Directors, may be removed, with or without cause, by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote in the election of directors, voting together as a single class; provided, however, that the removal of any Sponsor Designee shall require the prior written consent of Ridgeline Capital Partners Fund III, L.P., and the removal of any Mezzanine Designee shall require the prior written consent of the holders of a majority of the shares of Common Stock issued to the Mezzanine Equitization Recipients, in each case in accordance with the designation rights and procedures set forth in the Stockholders' Agreement.
(b) Vacancies. Any vacancy on the Board of Directors resulting from the death, resignation, disqualification, removal, or other cause of a Sponsor Designee shall be filled by a person designated by Ridgeline Capital Partners Fund III, L.P., and any vacancy resulting from the death, resignation, disqualification, removal, or other cause of a Mezzanine Designee shall be filled by a person designated by the holders of a majority of the shares of Common Stock issued to the Mezzanine Equitization Recipients. Any vacancy in the Independent Director seat shall be filled by a person mutually agreed upon by the Sponsor Designees and the Mezzanine Designees, who shall meet the independence qualifications set forth in Section 5.1(c)(iii). Any newly created directorship resulting from an increase in the authorized number of directors shall be filled in the manner provided in the Bylaws and the Stockholders' Agreement. Any director elected or appointed to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, or removal.
Section 5.3 — Written Ballot.
Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.
ARTICLE VI
LIMITATION OF LIABILITY
Section 6.1 — Director Exculpation.
To the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Section 6.1 shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, or unlawful redemptions); or
(iv) for any transaction from which the director derived an improper personal benefit.
If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended from time to time. No amendment to, modification of, or repeal of this Section 6.1 shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment, modification, or repeal.
Section 6.2 — Officer Exculpation.
To the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof, as amended effective August 1, 2022, pursuant to Senate Bill 273 of the 151st General Assembly of the State of Delaware), no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. Without limiting the foregoing, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer; provided, however, that this Section 6.2 shall not eliminate or limit the liability of an officer:
(i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) for any transaction from which the officer derived an improper personal benefit; or
(iv) in any action by or in the right of the Corporation.
If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of each officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended from time to time. No amendment to, modification of, or repeal of this Section 6.2 shall apply to, or have any effect on, the liability or alleged liability of any officer of the Corporation for or with respect to any acts or omissions of such officer occurring prior to the effective date of such amendment, modification, or repeal.
ARTICLE VII
INDEMNIFICATION
Section 7.1 — Right to Indemnification.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, partner, trustee, or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise (an "Other Entity"), against all liability and loss suffered and expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by such Covered Person in connection with such Proceeding. Notwithstanding the foregoing, except as otherwise provided in Section 7.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) was authorized by the Board of Directors.
The Corporation currently maintains directors' and officers' liability insurance providing coverage to the directors and officers of the Corporation and its subsidiaries under a policy issued by Northgate Specialty Insurance Company, Policy No. NSI-DOL-2023-07721, providing aggregate coverage of fifteen million dollars ($15,000,000) with a six (6) year tail period commencing on the closing date of the Restructuring. The existence of such insurance shall not, however, limit or affect the obligations of the Corporation under this Article VII.
Section 7.2 — Advancement of Expenses.
The Corporation shall, to the fullest extent permitted by applicable law, pay the expenses (including attorneys' fees) incurred by a Covered Person in defending any Proceeding in advance of the final disposition of such Proceeding; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a "Final Adjudication") that such Covered Person is not entitled to be indemnified for such expenses under this Amended and Restated Certificate of Incorporation or otherwise. The rights conferred in this Section 7.2 are contract rights and shall continue as to a Covered Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Covered Person's heirs, executors, and administrators.
Section 7.3 — Non-Exclusivity.
The rights to indemnification and advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any applicable law, provision of this Amended and Restated Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, any indemnification agreement entered into between the Corporation and any director or officer), any vote of stockholders or disinterested directors, or otherwise. The Corporation is hereby authorized to enter into individual indemnification agreements with any or all of its directors, officers, employees, or agents, and to obtain and maintain insurance to protect itself and any such person against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.
Section 7.4 — Insurance.
The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, member, partner, trustee, or agent of an Other Entity, against any expense, liability, or loss asserted against or incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under applicable law. The Corporation may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided in this Article VII.
ARTICLE VIII
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, and in addition to any vote required by applicable law, any amendment, alteration, change, or repeal of Article V (Board of Directors), Article VI (Limitation of Liability), Article VII (Indemnification), Article X (Exclusive Forum), or Article XI (Corporate Opportunities), or any amendment, alteration, change, or repeal of this sentence, shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.
ARTICLE IX
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors then in office (or such greater vote as may be required by the Bylaws or the Stockholders' Agreement). The stockholders of the Corporation shall also have power to adopt, amend, alter, or repeal the Bylaws of the Corporation, subject to the voting thresholds specified in the Bylaws and this Amended and Restated Certificate of Incorporation. In the event of any conflict between the Bylaws and this Amended and Restated Certificate of Incorporation, the provisions of this Amended and Restated Certificate of Incorporation shall control.
ARTICLE X
EXCLUSIVE FORUM
Section 10.1 — Delaware Forum.
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor the Superior Court of the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:
(a) any derivative action or proceeding brought on behalf of the Corporation;
(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;
(c) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation (as it may be amended, supplemented, or restated from time to time), or the Bylaws of the Corporation (as they may be amended, supplemented, or restated from time to time); or
(d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 10.1. If any action the subject matter of which is within the scope of this Section 10.1 is filed in a court other than a court located within the State of Delaware (a "Foreign Action"), the person or entity bringing such Foreign Action shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 10.1 and (ii) service of process on such person or entity's counsel in the Foreign Action as agent for such person or entity.
Section 10.2 — Federal Forum for Securities Claims.
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of doubt, this Section 10.2 is intended to benefit the Corporation, its directors, officers, employees, and agents, and the underwriters, if any, of any offering of the Corporation's securities, and shall not apply to claims arising under the Securities Exchange Act of 1934, as amended.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 10.2.
ARTICLE XI
CORPORATE OPPORTUNITIES
To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision), the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may be from time to time presented to or become known to Ridgeline Capital Partners Fund III, L.P., Ridgeline Capital Management III LLC, or any of their respective affiliates (other than the Corporation and its subsidiaries) (each, a "Specified Party"), or to any director of the Corporation who is a Sponsor Designee or a Mezzanine Designee and who is presented with such opportunity in his or her capacity as a director, officer, partner, member, manager, employee, agent, or representative of any Specified Party (each such opportunity, an "Excluded Opportunity").
No Specified Party and no Sponsor Designee or Mezzanine Designee shall have any duty to communicate or present any Excluded Opportunity to the Corporation, and no Specified Party or such designee shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, as a director of the Corporation or otherwise, by reason of the fact that such Specified Party or such designee (a) pursues or acquires any Excluded Opportunity for its own account or for the account of any of its affiliates, (b) directs any Excluded Opportunity to another person or entity, or (c) fails to present any Excluded Opportunity, or information regarding any Excluded Opportunity, to the Corporation.
Notwithstanding the foregoing, the renunciation set forth in this Article XI shall not apply to any business opportunity that is expressly offered to a Sponsor Designee or Mezzanine Designee solely in his or her capacity as a director of the Corporation.
Neither the amendment nor the repeal of this Article XI, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the Bylaws inconsistent with this Article XI, shall eliminate or reduce the protections afforded to any Specified Party, Sponsor Designee, or Mezzanine Designee with respect to any Excluded Opportunity that arose or was presented prior to such amendment, repeal, or adoption.
ARTICLE XII
STOCKHOLDERS' AGREEMENT
Certain rights and obligations of the stockholders of the Corporation, including, without limitation, rights and obligations relating to the composition and governance of the Board of Directors, the transfer of shares of capital stock, tag-along and drag-along rights, registration rights, information rights, preemptive rights, and certain consent and approval rights, are governed by the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Corporation, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients (as the same may be amended, supplemented, or restated from time to time, the "Stockholders' Agreement"). Copies of the Stockholders' Agreement are available for inspection at the principal office of the Corporation.
In the event of any conflict or inconsistency between the provisions of this Amended and Restated Certificate of Incorporation and the provisions of the Stockholders' Agreement: (a) with respect to matters of corporate governance under the DGCL, including, without limitation, matters relating to the authority and powers of the Board of Directors, the issuance and terms of capital stock, and the rights and obligations of stockholders as stockholders of the Corporation, this Amended and Restated Certificate of Incorporation shall control; and (b) with respect to contractual matters among the parties to the Stockholders' Agreement, including, without limitation, transfer restrictions, tag-along rights, drag-along rights, and registration rights, the Stockholders' Agreement shall control as between and among the parties thereto, to the extent not prohibited by the DGCL or this Amended and Restated Certificate of Incorporation.
ARTICLE XIII
MISCELLANEOUS
Section 13.1 — Severability.
If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph or section of this Amended and Restated Certificate of Incorporation containing any such provision that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by applicable law.
Section 13.2 — Effective Date.
This Amended and Restated Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware on December 12, 2023.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 12th day of December, 2023.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Marcus Delano
Title: Chief Executive Officer
Date: December 12, 2023
ATTEST:
By: ________
Name: Howard Kessler
Title: Secretary
Date: December 12, 2023
Corporation Details:
Employer Identification Number (EIN): 83-2457109 Delaware File Number: 6341872 Principal Office: 4200 Commerce Street, Suite 1500, Dallas, TX 75201

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

STONEFIELD LOGISTICS GROUP INC.

ARTICLE I

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

ARTICLE III

PURPOSE

ARTICLE IV

AUTHORIZED CAPITAL STOCK

ARTICLE V

BOARD OF DIRECTORS

ARTICLE VI

LIMITATION OF LIABILITY

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII

AMENDMENT OF CERTIFICATE OF INCORPORATION

ARTICLE IX

AMENDMENT OF BYLAWS

ARTICLE X

EXCLUSIVE FORUM

ARTICLE XI

CORPORATE OPPORTUNITIES

ARTICLE XII

STOCKHOLDERS' AGREEMENT

ARTICLE XIII

MISCELLANEOUS

STONEFIELD LOGISTICS GROUP INC.

ATTEST:

Record

Parties

Dates

Amounts