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REGISTRATION RIGHTS AGREEMENT

dated as of

December 12, 2023

among

STONEFIELD LOGISTICS GROUP INC.

RIDGELINE CAPITAL PARTNERS FUND III, L.P.

GRAYSTONE MEZZANINE CAPITAL FUND II LP

ASHLAND STRUCTURED CREDIT LLC

DUNMORE SPECIAL SITUATIONS FUND LP

and

THE OTHER HOLDERS PARTY HERETO

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of December 12, 2023, by and among:

(i) Stonefield Logistics Group Inc., a Delaware corporation (the "Company");

(ii) Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership ("Ridgeline" or the "Sponsor Holder");

(iii) Graystone Mezzanine Capital Fund II LP, a Delaware limited partnership ("Graystone");

(iv) Ashland Structured Credit LLC, a Delaware limited liability company ("Ashland");

(v) Dunmore Special Situations Fund LP, a Delaware limited partnership ("Dunmore"); and

(vi) each other holder of Registrable Securities (as defined herein) from time to time party hereto (together with Graystone, Ashland, and Dunmore, the "Equitization Holders").

Ridgeline and the Equitization Holders are referred to herein collectively as the "Holders" and each individually as a "Holder."

This Agreement is entered into in connection with the consensual out-of-court restructuring of the Company and the equitization of the 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2) (the "Second Lien Notes") pursuant to the Exchange Agreement dated December 8, 2023 (as defined below).

RECITALS

WHEREAS, the Company is a Delaware corporation, EIN 83-2457109, DE File No. 6341872, with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, engaged in the business of freight brokerage, last-mile delivery, and warehousing services across the United States (the "Business");

WHEREAS, on December 15, 2017, the Company was acquired by Ridgeline Capital Partners Fund III, L.P. in a leveraged buyout transaction, and Ridgeline previously held one hundred percent (100%) of the issued and outstanding common equity of the Company;

WHEREAS, the Company, Ridgeline, and the Equitization Holders have consummated a consensual out-of-court restructuring (the "Restructuring") pursuant to which, among other things: (i) One Hundred Forty Million Dollars ($140,000,000) in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (plus Eight Million One Hundred Thousand Dollars ($8,100,000) in accrued payment-in-kind interest, which has been waived in connection with the Restructuring) have been exchanged for (A) shares of Series A Preferred Stock of the Company having an aggregate liquidation preference of Thirty-Five Million Dollars ($35,000,000) and bearing dividends at a rate of 10.00% per annum, payable in kind, and (B) shares of Common Stock of the Company representing forty-seven and one-half percent (47.5%) of the pro forma common equity of the Company, in each case pursuant to the Exchange Agreement dated December 8, 2023 (the "Exchange Agreement"); (ii) Ridgeline's ownership of the Common Stock has been diluted from one hundred percent (100%) to forty-seven and one-half percent (47.5%) of the pro forma common equity of the Company; and (iii) five percent (5.0%) of the pro forma common equity of the Company has been reserved for issuance under a management incentive plan (the "MIP");

WHEREAS, as a condition to and in connection with the Restructuring, the parties hereto have entered into that certain Amended and Restated Stockholders' Agreement dated as of December 12, 2023 (the "Stockholders' Agreement"), providing for, among other things, governance rights, transfer restrictions, tag-along and drag-along rights, preemptive rights, information rights, and other matters relating to the equity securities of the Company; and

WHEREAS, the parties hereto desire to set forth their respective rights and obligations with respect to the registration of Registrable Securities under the Securities Act of 1933, as amended, in connection with any future public offering of the Company's equity securities.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I — DEFINITIONS

Section 1.1 — Definitions

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

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, (a) the Company and its subsidiaries shall not be deemed to be Affiliates of any Holder, and (b) portfolio companies of Ridgeline or any Equitization Holder (other than the Company) shall not be deemed to be Affiliates of the Company.

"Agreement" means this Registration Rights Agreement, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms hereof.

"Board" means the Board of Directors of the Company, as constituted from time to time. As of the date hereof, the Board is composed of seven (7) directors: three (3) designees of Ridgeline, three (3) designees of the Equitization Holders, and one (1) independent director, in each case as provided in the Stockholders' Agreement.

"Business Day" means any day that is not a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to be closed.

"Certificate of Designations" means the Certificate of Designations of the Series A Preferred Stock of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware.

"Commission" or "SEC" means the United States Securities and Exchange Commission or any successor governmental agency or authority.

"Common Stock" means the common stock, par value $0.01 per share, of the Company. As of the date hereof, the pro forma ownership of the Common Stock is as follows: forty-seven and one-half percent (47.5%) held by Ridgeline, forty-seven and one-half percent (47.5%) held by the Equitization Holders (in the aggregate), and five percent (5.0%) reserved for issuance under the MIP.

"Company" means Stonefield Logistics Group Inc., a Delaware corporation, and any successor entity thereto.

"Demand Registration" has the meaning set forth in Section 2.1(a).

"Effectiveness Period" has the meaning set forth in Section 2.1(d).

"Equitization Holders" means Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, Dunmore Special Situations Fund LP, and each other holder of Registrable Securities that becomes a party hereto by execution of a joinder agreement in the form attached hereto as Exhibit A, in each case in their capacity as recipients of equity securities issued pursuant to the Exchange Agreement. For the avoidance of doubt, the term "Equitization Holders" shall include the permitted transferees and successors of any such Person who become parties to this Agreement in accordance with Section 5.7.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Exchange Agreement" means the Exchange Agreement dated as of December 8, 2023, among the Company and the exchanging holders of the Second Lien Notes, as the same may be amended, supplemented, or otherwise modified from time to time.

"Holder" or "Holders" means Ridgeline and the Equitization Holders, together with any permitted transferee who becomes a party hereto pursuant to Section 5.7, in each case for so long as such Person holds Registrable Securities.

"Initiating Holders" has the meaning set forth in Section 2.1(a).

"IPO" means the initial underwritten public offering of Common Stock pursuant to an effective registration statement under the Securities Act, resulting in the listing of the Common Stock on a national securities exchange.

"Lock-Up Period" has the meaning set forth in Section 2.6.

"MIP" means the Management Incentive Plan of the Company, under which five percent (5.0%) of the pro forma common equity of the Company has been reserved for issuance to eligible employees, officers, directors, and consultants of the Company and its subsidiaries, on terms to be determined by the Board.

"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

"Piggyback Registration" has the meaning set forth in Section 2.2(a).

"Preferred Stock" or "Series A Preferred Stock" means the Series A Preferred Stock of the Company, having an aggregate liquidation preference of Thirty-Five Million Dollars ($35,000,000) and bearing dividends at a rate of 10.00% per annum, payable in kind, issued pursuant to the Certificate of Designations.

"Registrable Securities" means (i) shares of Common Stock held by the Holders, (ii) shares of Common Stock issuable upon conversion of Series A Preferred Stock held by the Holders (whether or not such conversion has been effected), and (iii) any other equity securities of the Company issued or issuable with respect to the securities described in clauses (i) or (ii) by way of dividend, stock split, combination, recapitalization, reclassification, merger, consolidation, reorganization, or similar event; provided, however, that Registrable Securities shall cease to be Registrable Securities when:

(a) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of pursuant to such registration statement;

(b) such securities shall have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act;

(c) such securities are otherwise freely tradable without restriction under the Securities Act and without limitation as to volume or manner of sale under Rule 144 (including, without limitation, any applicable holding period requirement); or

(d) such securities shall have ceased to be outstanding.

"Registration Expenses" has the meaning set forth in Section 2.5.

"Restructuring Support Agreement" or "RSA" means the Restructuring Support Agreement dated as of June 30, 2023, among the Company, Ridgeline, and the supporting holders of the Second Lien Notes, as the same may have been amended, supplemented, or otherwise modified prior to the date hereof.

"Ridgeline" or "Sponsor Holder" means Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, whose general partner is Ridgeline Capital Management III LLC, a Delaware limited liability company, and any successor thereto or permitted assign thereof that becomes a party to this Agreement.

"Rule 144" means Rule 144 promulgated by the Commission under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Selling Expenses" has the meaning set forth in Section 2.5.

"Shelf Registration Statement" has the meaning set forth in Section 2.1(e).

"Short-Form Registration" means a registration effected on Form S-3 (or any successor form thereto adopted by the Commission) or any other form for the registration of securities under the Securities Act that permits incorporation of substantial information by reference to other documents filed with the Commission.

"Stockholders' Agreement" means the Amended and Restated Stockholders' Agreement dated as of December 12, 2023, among the Company, Ridgeline, and the Equitization Holders, as the same may be amended, supplemented, restated, or otherwise modified from time to time.

"Underwritten Offering" means a registered offering of securities in which securities of the Company are sold to one or more underwriters on a firm commitment basis for reoffering to the public, including any such offering that is a "bought deal" or a block trade.

Section 1.2 — Interpretation

(a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," and "Exhibits" shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement.

(b) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Agreement.

(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" whether or not so stated.

(d) Unless the context otherwise requires, (i) the singular shall include the plural and the plural shall include the singular, (ii) words of any gender shall include each other gender, and (iii) the terms "herein," "hereof," "hereby," "hereto," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(e) Unless otherwise specified, all references herein to "days" shall mean calendar days. Where performance is required on a day that is not a Business Day, such performance shall be required on the next succeeding Business Day.

(f) The terms "dollars" and "$" shall mean United States dollars.

(g) References to any statute, rule, or regulation shall include all amendments thereto and all rules and regulations promulgated thereunder, as in effect from time to time, and references to any statute shall include any successor legislation thereto and any rules and regulations promulgated thereunder.

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Demand Registration Rights

Section 2.1(a) — Right to Demand. At any time after the earlier of (i) the consummation of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement (i.e., December 12, 2026), any Holder or group of Holders holding, individually or collectively, at least twenty-five percent (25%) of the then-outstanding Registrable Securities (such Holder or group of Holders, the "Initiating Holders") may deliver a written demand to the Company requesting that the Company effect the registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities (each such registration, a "Demand Registration"). Subject to the terms and conditions of this Agreement, the Company shall use commercially reasonable efforts to effect the Demand Registration as provided herein.

The number of Demand Registrations that may be requested is limited as follows:

(i) Ridgeline (in its capacity as Sponsor Holder) shall be entitled to request a maximum of three (3) Demand Registrations;

(ii) the Equitization Holders (collectively) shall be entitled to request a maximum of three (3) Demand Registrations; and

(iii) accordingly, the total maximum number of Demand Registrations that may be effected under this Agreement shall not exceed six (6).

For purposes of this Section 2.1(a), a registration shall not be counted as a Demand Registration unless a registration statement with respect thereto has become effective and the Initiating Holders are able to register and sell at least eighty-five percent (85%) of the Registrable Securities requested to be included in such registration; provided, however, that a registration shall be counted as a Demand Registration if the Initiating Holders withdraw their request for such registration after the registration statement has been filed with the Commission, unless the Initiating Holders reimburse the Company for all out-of-pocket Registration Expenses incurred by the Company in connection therewith.

Section 2.1(b) — Demand Notice. Each demand for a Demand Registration shall be made by written notice (a "Demand Notice") delivered to the Company, which notice shall specify: (i) the aggregate number of Registrable Securities proposed to be registered; (ii) the type of Registrable Securities to be registered (Common Stock, shares issuable upon conversion of Series A Preferred Stock, or other equity securities constituting Registrable Securities); and (iii) the intended method of disposition of such Registrable Securities (including whether the disposition is proposed to be effected by means of an underwritten public offering, a block trade, or otherwise).

Within ten (10) Business Days of receipt of a Demand Notice, the Company shall give written notice (the "Holder Participation Notice") of such Demand Registration to all other Holders of Registrable Securities. Each such other Holder may request inclusion of all or any portion of its Registrable Securities in the Demand Registration by delivering written notice thereof to the Company within fifteen (15) Business Days after the date of the Holder Participation Notice (the "Piggyback Notice Period"). Any Holder that does not deliver such written notice within the Piggyback Notice Period shall have no further right to include Registrable Securities in such Demand Registration (but shall retain all other rights hereunder with respect to future registrations).

Section 2.1(c) — Underwritten Offering. If the Initiating Holders request that a Demand Registration be effected as an underwritten public offering, the Company shall include such information in the Holder Participation Notice. In connection with any such Underwritten Offering:

(i) The managing underwriter or underwriters for such Underwritten Offering shall be selected by the Initiating Holders, subject to the reasonable approval of the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

(ii) No Demand Registration in the form of an Underwritten Offering shall be effected unless the aggregate offering value of the Registrable Securities proposed to be included therein (based on the reasonably anticipated offering price) is at least Twenty-Five Million Dollars ($25,000,000); provided, however, that this minimum amount threshold shall not apply if the Registrable Securities proposed to be included constitute all of the remaining Registrable Securities held by the Initiating Holders.

(iii) If the managing underwriter or underwriters advise the Company and the Initiating Holders in writing that the aggregate number of Registrable Securities (and any other securities) requested to be included in such Underwritten Offering exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders and the managing underwriter(s) (a "Cutback"), then the securities to be included in such registration shall be reduced and allocated in the following order of priority:

(A) first, the Registrable Securities of the Initiating Holders, allocated pro rata among the Initiating Holders based on the number of Registrable Securities requested by each such Initiating Holder to be included in such registration;

(B) second, the Registrable Securities of other Holders who have requested inclusion of Registrable Securities in such registration pursuant to their piggyback rights under Section 2.2 hereof, allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration; and

Section 2.1(d) — Effectiveness Period. Upon receipt of a Demand Notice, the Company shall use commercially reasonable efforts to cause the applicable registration statement to be prepared, filed with the Commission, and declared effective as promptly as practicable, and in any event (i) within ninety (90) days following the date of receipt of the Demand Notice if the registration statement is not reviewed by the Commission, or (ii) within one hundred twenty (120) days following the date of receipt of the Demand Notice if the registration statement is reviewed by the Commission or if the Commission issues comments with respect thereto.

The Company shall use commercially reasonable efforts to keep such registration statement continuously effective for the period commencing on the date on which the Commission declares such registration statement effective and ending on the earlier of (x) one hundred eighty (180) days following such effective date, or (y) the date on which all Registrable Securities covered by such registration statement have been sold or otherwise disposed of in accordance with the intended methods of disposition set forth in such registration statement (such period, the "Effectiveness Period"). At the end of the Effectiveness Period, the Company shall be entitled to deregister any Registrable Securities covered by such registration statement that remain unsold.

Section 2.1(e) — Shelf Registration Statement. At any time following the date on which the Company first becomes eligible to use Form S-3 (or any successor short-form registration statement permitting incorporation of substantial information by reference) for the registration of securities under the Securities Act, any Holder or group of Holders holding, individually or collectively, at least ten percent (10%) of the then-outstanding Registrable Securities may deliver a written request to the Company requesting that the Company file a shelf registration statement on Form S-3 (or any successor form) covering the resale of all Registrable Securities held by the requesting Holder(s) (and, at the Company's election, all Registrable Securities held by all Holders) (a "Shelf Registration Statement").

Upon receipt of such request, the Company shall:

(i) use commercially reasonable efforts to file the Shelf Registration Statement with the Commission within thirty (30) days following receipt of such request; and

(ii) use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission within sixty (60) days following the date of filing thereof with the Commission.

The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act for so long as any Holder holds Registrable Securities that are covered by such Shelf Registration Statement. The Company shall supplement or amend the Shelf Registration Statement as may be necessary to ensure that it remains available for the resale of Registrable Securities, including filing any required post-effective amendments and new prospectus supplements.

Any Holder whose Registrable Securities are covered by a Shelf Registration Statement may conduct sales of such Registrable Securities in the form of "takedowns" off the Shelf Registration Statement, including underwritten shelf takedowns; provided, however, that (a) no more than two (2) underwritten shelf takedowns may be initiated by or on behalf of the Sponsor Holder in any twelve-month period, and (b) no more than two (2) underwritten shelf takedowns may be initiated by or on behalf of the Equitization Holders (collectively) in any twelve-month period. For the avoidance of doubt, non-underwritten takedowns off a Shelf Registration Statement shall not be subject to any numerical limitation. The provisions of Section 2.1(c) (including the selection of managing underwriter(s) and the Cutback provisions) shall apply, mutatis mutandis, to any underwritten shelf takedown.

Section 2.1(f) — Suspension / Blackout Periods. Notwithstanding anything to the contrary contained in this Article II, the Company may, upon the determination of the Board in good faith that the filing, initial effectiveness, or continued use of a registration statement (including a Shelf Registration Statement) would require disclosure of material non-public information the premature disclosure of which would materially and adversely affect the Company or its business, defer or suspend the filing of, or suspend the effectiveness or use of, a registration statement for a period not to exceed sixty (60) days in the aggregate during any twelve-month period (and not to exceed two (2) such suspensions in any twelve-month period) (each such period, a "Blackout Period").

The Company shall give prompt written notice to each Holder whose Registrable Securities are covered by such registration statement (or who has requested inclusion therein) of the commencement and termination of each Blackout Period; provided, however, that such notice shall not specify the nature of the material non-public information giving rise to such Blackout Period. Upon receipt of such notice, each such Holder shall immediately discontinue any sales of Registrable Securities pursuant to such registration statement until such Holder receives notice from the Company that such Blackout Period has been terminated and, if applicable, that the prospectus has been supplemented or amended to reflect any material changes. If the Company invokes a Blackout Period during a Demand Registration, the Effectiveness Period applicable thereto shall be extended by a number of days equal to the number of days of such Blackout Period.

Section 2.2 — Piggyback Registration Rights

Section 2.2(a) — Notice. If at any time the Company proposes to register any of its equity securities under the Securities Act (whether for its own account or for the account of any security holder of the Company), other than (i) a registration on Form S-4 (or any successor form) relating solely to securities issuable in connection with a merger, consolidation, acquisition, or similar transaction, (ii) a registration on Form S-8 (or any successor form) relating solely to securities issuable under an employee benefit, stock option, stock purchase, or similar plan, or (iii) a Demand Registration with respect to which Section 2.1(b) applies (in which case the piggyback provisions of Section 2.1(b) shall govern), the Company shall give written notice of such proposed registration (a "Piggyback Notice") to each Holder at least twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such proposed registration (each such registration, a "Piggyback Registration"). Such Piggyback Notice shall describe the proposed registration, including the type and number of securities proposed to be registered, the intended method of disposition, and, if applicable, the identity of the managing underwriter(s).

Section 2.2(b) — Right to Include. Each Holder may request inclusion of all or any portion of its Registrable Securities in any Piggyback Registration by delivering written notice thereof to the Company within fifteen (15) Business Days after receipt of the Piggyback Notice. Such notice shall specify the number and type of Registrable Securities that such Holder requests to be included in the Piggyback Registration. The Company shall use commercially reasonable efforts to cause all Registrable Securities requested to be included in the Piggyback Registration to be included in the registration statement and any related prospectus on the same terms and conditions as the other securities being registered in such Piggyback Registration.

Section 2.2(c) — Cutback / Priority. If the managing underwriter or underwriters of any proposed Piggyback Registration advise the Company in writing that the total number of securities that the Company and the Holders intend to include in such offering exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company (in the case of a Company-initiated registration) or the demanding Holder(s) (in the case of a Holder-initiated registration), then the securities to be included in such Piggyback Registration shall be reduced and allocated as follows:

(i) In the case of a Company-initiated registration:

(A) first, the securities proposed to be registered for the account of the Company;

(B) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities in such registration, allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration; and

(ii) In the case of a Holder-initiated registration (including a Demand Registration in which piggyback rights are exercised):

(A) first, the Registrable Securities of the demanding Holder or Holders (the Initiating Holders), allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration;

(B) second, the Registrable Securities of the other Holders who have exercised piggyback rights and requested inclusion of Registrable Securities in such registration, allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration; and

Section 2.2(d) — Withdrawal. Any Holder that has requested inclusion of its Registrable Securities in a Piggyback Registration may withdraw such request at any time prior to the effective date of the applicable registration statement by delivering written notice of such withdrawal to the Company. Upon receipt of such withdrawal notice, the Company shall remove the withdrawing Holder's Registrable Securities from such registration statement. A withdrawal shall not affect the status of any other Holder's inclusion in the Piggyback Registration, nor shall it constitute a waiver of any Holder's rights under this Agreement with respect to future registrations.

Section 2.3 — Registration Procedures

Whenever the Company is required to effect the registration of Registrable Securities pursuant to this Article II, the Company shall use commercially reasonable efforts to effect such registration in accordance with the intended method(s) of disposition thereof, and in connection therewith the Company shall:

(a) prepare and file with the Commission a registration statement on the appropriate form under the Securities Act with respect to the Registrable Securities to be registered, and include therein all required financial statements (which financial statements shall be audited by Whitfield & Pryce LLP, engagement partner Todd Ashburn, CPA, or such other independent registered public accounting firm as may then serve as the Company's auditors), all exhibits, financial schedules, and all other documents required by the Commission to be filed therewith, and use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act;

(b) use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act as promptly as practicable, and to remain effective during the applicable Effectiveness Period or, in the case of a Shelf Registration Statement, for so long as required by Section 2.1(e);

(c) prepare and file with the Commission such amendments and supplements to the registration statement and the prospectus used in connection therewith as may be necessary to keep the registration statement effective during the applicable period and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement;

(d) furnish to each participating Holder and each underwriter, if any, such number of copies of the registration statement (including all exhibits thereto), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), and such other documents as any participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities covered by such registration statement;

(e) promptly notify each participating Holder and each managing underwriter, if any, of (i) the filing of the registration statement, any amendment thereto, and any supplement to the prospectus, (ii) any written comments received from the Commission or any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (iii) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation or threat of any proceeding for such purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose, and (v) the effectiveness of the registration statement;

(f) make available for inspection by each participating Holder, any underwriter participating in such registration, and any attorney, accountant, or other agent retained by any such Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of the Company (including the work papers of the Company's auditors), and cause the Company's officers, directors, employees, and auditors to supply all information reasonably requested by any such Inspector in connection with such registration, in each case as shall be reasonably necessary to enable such Persons to exercise their due diligence responsibilities; provided, however, that each Inspector shall agree to hold in confidence and not to make any disclosure (other than to the participating Holders, underwriters, and their respective counsel) of any information that the Company identifies in writing as being confidential, unless (A) the disclosure of such information is necessary to avoid or correct a misstatement or omission in the registration statement, (B) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (C) such information has been made generally available to the public other than by disclosure by such Inspector in violation of this clause;

(g) cooperate with each participating Holder and each underwriter participating in such registration and their respective counsel in connection with the preparation of the registration statement and each amendment and supplement thereto, including with respect to the preparation of any selling stockholder questionnaires and selling stockholder sections of the prospectus;

(h) use commercially reasonable efforts to register or qualify the Registrable Securities covered by the registration statement under the securities or "blue sky" laws of such jurisdictions as any participating Holder or any managing underwriter may reasonably request, and do any and all other acts and things that may be necessary or advisable to enable each participating Holder and each underwriter to consummate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any jurisdiction where it is not then so subject, or (iii) consent to general service of process in any jurisdiction where it has not theretofore done so;

(i) in the event of any Underwritten Offering, enter into customary underwriting agreements containing representations, warranties, covenants, indemnification provisions, and contribution provisions consistent with the terms of this Agreement, and deliver such customary closing documents, including legal opinions of counsel to the Company (in form and substance reasonably acceptable to the managing underwriter(s)), comfort letters from the Company's independent registered public accounting firm, officers' certificates, and such other documents as the managing underwriter(s) may reasonably request;

(j) use commercially reasonable efforts to cause the Registrable Securities covered by the registration statement to be listed on each securities exchange, if any, on which securities of the same class or series issued by the Company are then listed or, in the case of an IPO, to be listed on the securities exchange selected by the Company with the consent of the Initiating Holders (such consent not to be unreasonably withheld, conditioned, or delayed);

(k) provide a transfer agent and registrar for the Registrable Securities covered by such registration statement not later than the effective date of such registration statement, and thereafter maintain such transfer agent and registrar;

(l) cooperate with each participating Holder to facilitate the timely preparation and delivery of certificates (if the Registrable Securities are certificated) or book-entry positions (if the Registrable Securities are issued in uncertificated form) representing the Registrable Securities to be sold, which certificates or book-entry positions shall not bear any restrictive legends other than as required by applicable law; and cause such Registrable Securities to be in such denominations and registered in such names as the participating Holders or the managing underwriter(s) may request at least two (2) Business Days prior to any sale of Registrable Securities; and

(m) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and make generally available to the Company's security holders (in the manner contemplated by Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Rule 158 under the Securities Act, no later than forty-five (45) days after the end of the twelve-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of such registration statement.

Section 2.4 — Holder Obligations

As a condition to the inclusion of Registrable Securities in any registration statement filed pursuant to this Article II, each participating Holder shall:

(a) furnish to the Company in writing such information regarding such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request for inclusion in the registration statement and any prospectus included therein, including the completion and return of a selling stockholder questionnaire in the form provided by the Company or its counsel, within ten (10) Business Days following receipt thereof;

(b) comply with all provisions of the Securities Act, the Exchange Act, and all applicable rules and regulations of the Commission thereunder, and comply with all applicable state securities laws, in each case with respect to the disposition of all Registrable Securities covered by such registration statement;

(c) not sell, transfer, or otherwise dispose of any Registrable Securities except in accordance with the registration statement and the prospectus included therein, or pursuant to an available exemption from registration under the Securities Act; and

(d) promptly notify the Company of any changes in the information set forth in any selling stockholder questionnaire previously furnished by such Holder that would require an amendment or supplement to the registration statement or the prospectus.

Section 2.5 — Registration Expenses

(a) "Registration Expenses" means all fees, costs, and expenses of or incident to the Company's performance of or compliance with this Article II, including: (i) all registration and filing fees (including fees with respect to filings required to be made with the Commission, any national securities exchange, and the Financial Industry Regulatory Authority, Inc.); (ii) fees and expenses of compliance with securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with "blue sky" qualifications of the Registrable Securities); (iii) printing expenses (including expenses of printing certificates for the Registrable Securities and printing registration statements, prospectuses, and preliminary prospectuses); (iv) fees and disbursements of counsel for the Company; (v) fees and disbursements of the Company's independent registered public accounting firm (including the expenses of any special audits or "comfort" letters required by or incident to such registration); (vi) fees and disbursements of one (1) counsel selected by the Holders holding a majority of the Registrable Securities being registered (or, if no majority is determinable, one counsel selected by the Equitization Holders and one counsel selected by the Sponsor Holder), in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) per registration; (vii) all road show expenses; (viii) securities exchange listing fees; and (ix) all other costs and expenses incident to the Company's performance of or compliance with this Article II. All Registration Expenses shall be borne by the Company, regardless of whether any registration statement becomes effective.

(b) "Selling Expenses" means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and the fees and disbursements of each Holder's own counsel (other than the one counsel covered as a Registration Expense pursuant to clause (a)(vi) above). All Selling Expenses shall be borne by the participating Holders pro rata based on the number of Registrable Securities sold by each such Holder in the applicable registration (or, in the case of a registration that is withdrawn prior to effectiveness, pro rata based on the number of Registrable Securities that each such Holder had requested to be included therein).

Section 2.6 — Lock-Up Agreements

In connection with any Underwritten Offering effected pursuant to this Article II, each Holder agrees, upon the reasonable request of the managing underwriter(s) for such offering, to enter into a customary "lock-up" agreement pursuant to which such Holder shall agree not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities (or any securities convertible into, exercisable for, or exchangeable for Registrable Securities), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Registrable Securities, in each case for a period not to exceed ninety (90) days following the date of the applicable underwriting agreement (the "Lock-Up Period").

The Lock-Up Period shall apply equally to all Holders, each member of the Board, and each executive officer of the Company, including without limitation Marcus Delano, Chief Executive Officer; Priya Sundaram, Chief Financial Officer; Howard Kessler, General Counsel; and Board members Julian Voight and Serena Chu. The Company shall use commercially reasonable efforts to obtain similar lock-up agreements from each participant in the MIP who holds equity securities of the Company at the time of any such Underwritten Offering.

Notwithstanding the foregoing, the provisions of this Section 2.6 shall not apply to (A) the exercise of options or warrants to purchase Common Stock, provided that the shares of Common Stock issuable upon such exercise shall remain subject to the Lock-Up Period, or (B) any transfer of Registrable Securities that is permitted under the Stockholders' Agreement without the consent of the other Holders, provided that the transferee agrees in writing to be bound by the terms of the lock-up agreement for the remainder of the Lock-Up Period.

Section 2.7 — No Required Participation

No Holder shall be obligated to sell any Registrable Securities or to participate in any registration effected pursuant to this Article II. Nothing in this Agreement shall be construed to require any Holder to include any of its Registrable Securities in any registration statement or to sell any Registrable Securities that are included in a registration statement.

ARTICLE III — INDEMNIFICATION

Section 3.1 — Indemnification by the Company

The Company agrees to indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder, each Affiliate of such Holder, and their respective officers, directors, partners, members, managers, employees, agents, and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, the "Holder Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable and documented attorneys' fees and expenses and reasonable and documented costs of investigation) (collectively, "Losses") arising out of or based upon:

(a) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus (including any preliminary prospectus or summary prospectus), any amendment or supplement thereto, or any document incorporated by reference therein; or

(b) any omission or alleged omission of a material fact required to be stated in any registration statement, any prospectus (including any preliminary prospectus or summary prospectus), any amendment or supplement thereto, or any document incorporated by reference therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

provided, however, that the Company shall not be liable to any Holder Indemnified Party under this Section 3.1 to the extent that such Loss arises out of or is based upon an untrue statement or alleged untrue statement, or an omission or alleged omission, made in any registration statement, prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use therein (including, without limitation, information contained in such Holder's selling stockholder questionnaire).

The Company shall also indemnify each underwriter, if any, and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Section 3.2 — Indemnification by the Holders

Each participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers (including the officers who sign the registration statement), its employees, its agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriter, if any, and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectively, the "Company Indemnified Parties"), from and against any and all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus (including any preliminary prospectus or summary prospectus), any amendment or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement, or such omission or alleged omission, was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use therein (including, without limitation, information contained in such Holder's selling stockholder questionnaire).

Notwithstanding anything to the contrary herein, the liability of each Holder under this Section 3.2 shall be limited to an amount equal to the net proceeds (after deduction of all underwriting discounts, selling commissions, and applicable stock transfer taxes) actually received by such Holder from the sale of Registrable Securities giving rise to such indemnification obligation in the applicable registration.

Section 3.3 — Contribution

If the indemnification provided for in Section 3.1 or Section 3.2 is unavailable to, or is insufficient to hold harmless, an indemnified party in respect of any Losses referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and the applicable Holder(s), on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and any such Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Holder and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

The parties agree that it would not be just and equitable if contribution pursuant to this Section 3.3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the preceding paragraph. Notwithstanding the foregoing, the amount of contribution of any Holder under this Section 3.3 shall not exceed the net proceeds (after deduction of all underwriting discounts, selling commissions, and applicable stock transfer taxes) actually received by such Holder from the sale of Registrable Securities giving rise to such contribution obligation in the applicable registration. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 3.4 — Notice; Defense of Claims

(a) Notice. Any indemnified party seeking indemnification under this Article III shall give prompt written notice to the indemnifying party of any claim or the commencement of any action, proceeding, or investigation with respect to which such indemnified party seeks indemnification pursuant hereto; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations under this Article III except to the extent that the indemnifying party is actually and materially prejudiced thereby.

(b) Defense. The indemnifying party shall be entitled to participate in and, if it so elects, to assume the defense of any such claim, action, proceeding, or investigation with counsel reasonably satisfactory to the indemnified party. If the indemnifying party elects to assume such defense, the indemnified party shall have the right to employ separate counsel and to participate in (but not control) such defense, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel reasonably satisfactory to the indemnified party in a timely manner, or (iii) the indemnified party shall have been advised by counsel that there may exist a conflict of interest between the indemnifying party and the indemnified party with respect to such claim.

(c) Settlement. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), effect any settlement of any pending or threatened claim, action, proceeding, or investigation in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party in customary form from all liability on claims that are the subject matter of such proceeding, (ii) does not include any statement as to an admission of fault, culpability, or failure to act by or on behalf of any indemnified party, and (iii) does not impose any non-monetary obligations or restrictions on such indemnified party.

ARTICLE IV — RULE 144 AND REPORTING

Section 4.1 — Rule 144 Compliance

With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell Registrable Securities to the public without registration, for so long as any Holder holds Registrable Securities, the Company shall use commercially reasonable efforts to:

(a) file with the Commission in a timely manner all reports and other documents required to be filed by the Company under Section 13 or Section 15(d) of the Exchange Act, to the extent the Company becomes subject to such reporting obligations (whether by reason of Section 12(g) of the Exchange Act, the filing of a registration statement under the Securities Act, or otherwise);

(b) make and keep available adequate current public information (as such term is defined in Rule 144(c) under the Securities Act) concerning the Company; and

(c) upon the written request of any Holder, furnish to such Holder (i) a written statement by the Company as to its compliance with the reporting requirements of the Commission under the Securities Act and the Exchange Act (or, if the Company is not then subject to such reporting requirements, a written statement to that effect), (ii) a copy of the most recent annual report or quarterly report of the Company filed with the Commission (or, if no such reports have been filed, such financial information as is available), and (iii) such other information as such Holder may reasonably request in order to avail itself of any rule or regulation of the Commission permitting the sale of any Registrable Securities without registration.

Section 4.2 — Information Rights (Pre-IPO)

Prior to the consummation of an IPO, the Company shall furnish to each Holder holding at least five percent (5%) of the then-outstanding Registrable Securities:

(a) audited annual financial statements of the Company (including a consolidated balance sheet, statement of operations, statement of cash flows, and statement of stockholders' equity, together with the notes thereto), prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), audited by the Company's independent registered public accounting firm, within one hundred twenty (120) days following the end of each fiscal year of the Company; and

(b) unaudited quarterly financial statements of the Company (including a condensed consolidated balance sheet, statement of operations, and statement of cash flows), prepared in accordance with GAAP (subject to the absence of footnotes and to normal year-end audit adjustments), within sixty (60) days following the end of each of the first three fiscal quarters of each fiscal year of the Company.

The information rights set forth in this Section 4.2 are intended to be consistent with, and shall be deemed to supplement (but not replace or limit), the information rights provided to the Holders under the Stockholders' Agreement dated December 12, 2023.

ARTICLE V — MISCELLANEOUS

Section 5.1 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction.

Section 5.2 — Jurisdiction; Venue

Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereto irrevocably agrees that all claims with respect to any such action, suit, or proceeding shall be heard and determined in such courts. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Section 5.3 — Waiver of Jury Trial

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF AN ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.3.

Section 5.4 — Notices

All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by nationally recognized overnight courier (with written confirmation of receipt), or (iii) sent by email (with confirmation of transmission and no bounce-back or similar error notification), addressed as follows:

(a) If to the Company:

Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, Texas 75201

Attention: Howard Kessler, General Counsel

Email: hkessler@stonefieldlogistics.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

Attention: Nathaniel Bower

Email: nbower@calderwoodharkness.com

(b) If to Ridgeline:

Ridgeline Capital Partners Fund III, L.P. c/o Ridgeline Capital Management III LLC 300 Park Avenue, 28th Floor New York, New York 10022

Attention: Julian Voight

Email: jvoight@ridgelinecapital.com

Graystone Mezzanine Capital Fund II LP At the ad

REGISTRATION RIGHTS AGREEMENT
dated as of
December 12, 2023
among
STONEFIELD LOGISTICS GROUP INC.
RIDGELINE CAPITAL PARTNERS FUND III, L.P.
GRAYSTONE MEZZANINE CAPITAL FUND II LP
ASHLAND STRUCTURED CREDIT LLC
DUNMORE SPECIAL SITUATIONS FUND LP
and
THE OTHER HOLDERS PARTY HERETO
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of December 12, 2023, by and among:
(i) Stonefield Logistics Group Inc., a Delaware corporation (the "Company");
(ii) Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership ("Ridgeline" or the "Sponsor Holder");
(iii) Graystone Mezzanine Capital Fund II LP, a Delaware limited partnership ("Graystone");
(iv) Ashland Structured Credit LLC, a Delaware limited liability company ("Ashland");
(v) Dunmore Special Situations Fund LP, a Delaware limited partnership ("Dunmore"); and
(vi) each other holder of Registrable Securities (as defined herein) from time to time party hereto (together with Graystone, Ashland, and Dunmore, the "Equitization Holders").
Ridgeline and the Equitization Holders are referred to herein collectively as the "Holders" and each individually as a "Holder."
This Agreement is entered into in connection with the consensual out-of-court restructuring of the Company and the equitization of the 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2) (the "Second Lien Notes") pursuant to the Exchange Agreement dated December 8, 2023 (as defined below).
RECITALS
WHEREAS, the Company is a Delaware corporation, EIN 83-2457109, DE File No. 6341872, with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, engaged in the business of freight brokerage, last-mile delivery, and warehousing services across the United States (the "Business");
WHEREAS, on December 15, 2017, the Company was acquired by Ridgeline Capital Partners Fund III, L.P. in a leveraged buyout transaction, and Ridgeline previously held one hundred percent (100%) of the issued and outstanding common equity of the Company;
WHEREAS, the Company, Ridgeline, and the Equitization Holders have consummated a consensual out-of-court restructuring (the "Restructuring") pursuant to which, among other things: (i) One Hundred Forty Million Dollars ($140,000,000) in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (plus Eight Million One Hundred Thousand Dollars ($8,100,000) in accrued payment-in-kind interest, which has been waived in connection with the Restructuring) have been exchanged for (A) shares of Series A Preferred Stock of the Company having an aggregate liquidation preference of Thirty-Five Million Dollars ($35,000,000) and bearing dividends at a rate of 10.00% per annum, payable in kind, and (B) shares of Common Stock of the Company representing forty-seven and one-half percent (47.5%) of the pro forma common equity of the Company, in each case pursuant to the Exchange Agreement dated December 8, 2023 (the "Exchange Agreement"); (ii) Ridgeline's ownership of the Common Stock has been diluted from one hundred percent (100%) to forty-seven and one-half percent (47.5%) of the pro forma common equity of the Company; and (iii) five percent (5.0%) of the pro forma common equity of the Company has been reserved for issuance under a management incentive plan (the "MIP");
WHEREAS, as a condition to and in connection with the Restructuring, the parties hereto have entered into that certain Amended and Restated Stockholders' Agreement dated as of December 12, 2023 (the "Stockholders' Agreement"), providing for, among other things, governance rights, transfer restrictions, tag-along and drag-along rights, preemptive rights, information rights, and other matters relating to the equity securities of the Company; and
WHEREAS, the parties hereto desire to set forth their respective rights and obligations with respect to the registration of Registrable Securities under the Securities Act of 1933, as amended, in connection with any future public offering of the Company's equity securities.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE I — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, (a) the Company and its subsidiaries shall not be deemed to be Affiliates of any Holder, and (b) portfolio companies of Ridgeline or any Equitization Holder (other than the Company) shall not be deemed to be Affiliates of the Company.
"Agreement" means this Registration Rights Agreement, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms hereof.
"Board" means the Board of Directors of the Company, as constituted from time to time. As of the date hereof, the Board is composed of seven (7) directors: three (3) designees of Ridgeline, three (3) designees of the Equitization Holders, and one (1) independent director, in each case as provided in the Stockholders' Agreement.
"Business Day" means any day that is not a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to be closed.
"Certificate of Designations" means the Certificate of Designations of the Series A Preferred Stock of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware.
"Commission" or "SEC" means the United States Securities and Exchange Commission or any successor governmental agency or authority.
"Common Stock" means the common stock, par value $0.01 per share, of the Company. As of the date hereof, the pro forma ownership of the Common Stock is as follows: forty-seven and one-half percent (47.5%) held by Ridgeline, forty-seven and one-half percent (47.5%) held by the Equitization Holders (in the aggregate), and five percent (5.0%) reserved for issuance under the MIP.
"Company" means Stonefield Logistics Group Inc., a Delaware corporation, and any successor entity thereto.
"Demand Registration" has the meaning set forth in Section 2.1(a).
"Effectiveness Period" has the meaning set forth in Section 2.1(d).
"Equitization Holders" means Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, Dunmore Special Situations Fund LP, and each other holder of Registrable Securities that becomes a party hereto by execution of a joinder agreement in the form attached hereto as Exhibit A, in each case in their capacity as recipients of equity securities issued pursuant to the Exchange Agreement. For the avoidance of doubt, the term "Equitization Holders" shall include the permitted transferees and successors of any such Person who become parties to this Agreement in accordance with Section 5.7.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Exchange Agreement" means the Exchange Agreement dated as of December 8, 2023, among the Company and the exchanging holders of the Second Lien Notes, as the same may be amended, supplemented, or otherwise modified from time to time.
"Holder" or "Holders" means Ridgeline and the Equitization Holders, together with any permitted transferee who becomes a party hereto pursuant to Section 5.7, in each case for so long as such Person holds Registrable Securities.
"Initiating Holders" has the meaning set forth in Section 2.1(a).
"IPO" means the initial underwritten public offering of Common Stock pursuant to an effective registration statement under the Securities Act, resulting in the listing of the Common Stock on a national securities exchange.
"Lock-Up Period" has the meaning set forth in Section 2.6.
"MIP" means the Management Incentive Plan of the Company, under which five percent (5.0%) of the pro forma common equity of the Company has been reserved for issuance to eligible employees, officers, directors, and consultants of the Company and its subsidiaries, on terms to be determined by the Board.
"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.
"Piggyback Registration" has the meaning set forth in Section 2.2(a).
"Preferred Stock" or "Series A Preferred Stock" means the Series A Preferred Stock of the Company, having an aggregate liquidation preference of Thirty-Five Million Dollars ($35,000,000) and bearing dividends at a rate of 10.00% per annum, payable in kind, issued pursuant to the Certificate of Designations.
"Registrable Securities" means (i) shares of Common Stock held by the Holders, (ii) shares of Common Stock issuable upon conversion of Series A Preferred Stock held by the Holders (whether or not such conversion has been effected), and (iii) any other equity securities of the Company issued or issuable with respect to the securities described in clauses (i) or (ii) by way of dividend, stock split, combination, recapitalization, reclassification, merger, consolidation, reorganization, or similar event; provided, however, that Registrable Securities shall cease to be Registrable Securities when:
(a) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of pursuant to such registration statement;
(b) such securities shall have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act;
(c) such securities are otherwise freely tradable without restriction under the Securities Act and without limitation as to volume or manner of sale under Rule 144 (including, without limitation, any applicable holding period requirement); or
(d) such securities shall have ceased to be outstanding.
"Registration Expenses" has the meaning set forth in Section 2.5.
"Restructuring Support Agreement" or "RSA" means the Restructuring Support Agreement dated as of June 30, 2023, among the Company, Ridgeline, and the supporting holders of the Second Lien Notes, as the same may have been amended, supplemented, or otherwise modified prior to the date hereof.
"Ridgeline" or "Sponsor Holder" means Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, whose general partner is Ridgeline Capital Management III LLC, a Delaware limited liability company, and any successor thereto or permitted assign thereof that becomes a party to this Agreement.
"Rule 144" means Rule 144 promulgated by the Commission under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Selling Expenses" has the meaning set forth in Section 2.5.
"Shelf Registration Statement" has the meaning set forth in Section 2.1(e).
"Short-Form Registration" means a registration effected on Form S-3 (or any successor form thereto adopted by the Commission) or any other form for the registration of securities under the Securities Act that permits incorporation of substantial information by reference to other documents filed with the Commission.
"Stockholders' Agreement" means the Amended and Restated Stockholders' Agreement dated as of December 12, 2023, among the Company, Ridgeline, and the Equitization Holders, as the same may be amended, supplemented, restated, or otherwise modified from time to time.
"Underwritten Offering" means a registered offering of securities in which securities of the Company are sold to one or more underwriters on a firm commitment basis for reoffering to the public, including any such offering that is a "bought deal" or a block trade.
Section 1.2 — Interpretation
(a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," and "Exhibits" shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement.
(b) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Agreement.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" whether or not so stated.
(d) Unless the context otherwise requires, (i) the singular shall include the plural and the plural shall include the singular, (ii) words of any gender shall include each other gender, and (iii) the terms "herein," "hereof," "hereby," "hereto," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(e) Unless otherwise specified, all references herein to "days" shall mean calendar days. Where performance is required on a day that is not a Business Day, such performance shall be required on the next succeeding Business Day.
(f) The terms "dollars" and "$" shall mean United States dollars.
(g) References to any statute, rule, or regulation shall include all amendments thereto and all rules and regulations promulgated thereunder, as in effect from time to time, and references to any statute shall include any successor legislation thereto and any rules and regulations promulgated thereunder.
ARTICLE II — REGISTRATION RIGHTS
Section 2.1 — Demand Registration Rights
Section 2.1(a) — Right to Demand.  At any time after the earlier of (i) the consummation of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement (i.e., December 12, 2026), any Holder or group of Holders holding, individually or collectively, at least twenty-five percent (25%) of the then-outstanding Registrable Securities (such Holder or group of Holders, the "Initiating Holders") may deliver a written demand to the Company requesting that the Company effect the registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities (each such registration, a "Demand Registration"). Subject to the terms and conditions of this Agreement, the Company shall use commercially reasonable efforts to effect the Demand Registration as provided herein.
The number of Demand Registrations that may be requested is limited as follows:
(i) Ridgeline (in its capacity as Sponsor Holder) shall be entitled to request a maximum of three (3) Demand Registrations;
(ii) the Equitization Holders (collectively) shall be entitled to request a maximum of three (3) Demand Registrations; and
(iii) accordingly, the total maximum number of Demand Registrations that may be effected under this Agreement shall not exceed six (6).
For purposes of this Section 2.1(a), a registration shall not be counted as a Demand Registration unless a registration statement with respect thereto has become effective and the Initiating Holders are able to register and sell at least eighty-five percent (85%) of the Registrable Securities requested to be included in such registration; provided, however, that a registration shall be counted as a Demand Registration if the Initiating Holders withdraw their request for such registration after the registration statement has been filed with the Commission, unless the Initiating Holders reimburse the Company for all out-of-pocket Registration Expenses incurred by the Company in connection therewith.
Section 2.1(b) — Demand Notice.  Each demand for a Demand Registration shall be made by written notice (a "Demand Notice") delivered to the Company, which notice shall specify: (i) the aggregate number of Registrable Securities proposed to be registered; (ii) the type of Registrable Securities to be registered (Common Stock, shares issuable upon conversion of Series A Preferred Stock, or other equity securities constituting Registrable Securities); and (iii) the intended method of disposition of such Registrable Securities (including whether the disposition is proposed to be effected by means of an underwritten public offering, a block trade, or otherwise).
Within ten (10) Business Days of receipt of a Demand Notice, the Company shall give written notice (the "Holder Participation Notice") of such Demand Registration to all other Holders of Registrable Securities. Each such other Holder may request inclusion of all or any portion of its Registrable Securities in the Demand Registration by delivering written notice thereof to the Company within fifteen (15) Business Days after the date of the Holder Participation Notice (the "Piggyback Notice Period"). Any Holder that does not deliver such written notice within the Piggyback Notice Period shall have no further right to include Registrable Securities in such Demand Registration (but shall retain all other rights hereunder with respect to future registrations).
Section 2.1(c) — Underwritten Offering.  If the Initiating Holders request that a Demand Registration be effected as an underwritten public offering, the Company shall include such information in the Holder Participation Notice. In connection with any such Underwritten Offering:
(i) The managing underwriter or underwriters for such Underwritten Offering shall be selected by the Initiating Holders, subject to the reasonable approval of the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).
(ii) No Demand Registration in the form of an Underwritten Offering shall be effected unless the aggregate offering value of the Registrable Securities proposed to be included therein (based on the reasonably anticipated offering price) is at least Twenty-Five Million Dollars ($25,000,000); provided, however, that this minimum amount threshold shall not apply if the Registrable Securities proposed to be included constitute all of the remaining Registrable Securities held by the Initiating Holders.
(iii) If the managing underwriter or underwriters advise the Company and the Initiating Holders in writing that the aggregate number of Registrable Securities (and any other securities) requested to be included in such Underwritten Offering exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders and the managing underwriter(s) (a "Cutback"), then the securities to be included in such registration shall be reduced and allocated in the following order of priority:
(A) first, the Registrable Securities of the Initiating Holders, allocated pro rata among the Initiating Holders based on the number of Registrable Securities requested by each such Initiating Holder to be included in such registration;
(B) second, the Registrable Securities of other Holders who have requested inclusion of Registrable Securities in such registration pursuant to their piggyback rights under Section 2.2 hereof, allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration; and
(C) third, any securities proposed to be registered for the account of the Company.
Section 2.1(d) — Effectiveness Period.  Upon receipt of a Demand Notice, the Company shall use commercially reasonable efforts to cause the applicable registration statement to be prepared, filed with the Commission, and declared effective as promptly as practicable, and in any event (i) within ninety (90) days following the date of receipt of the Demand Notice if the registration statement is not reviewed by the Commission, or (ii) within one hundred twenty (120) days following the date of receipt of the Demand Notice if the registration statement is reviewed by the Commission or if the Commission issues comments with respect thereto.
The Company shall use commercially reasonable efforts to keep such registration statement continuously effective for the period commencing on the date on which the Commission declares such registration statement effective and ending on the earlier of (x) one hundred eighty (180) days following such effective date, or (y) the date on which all Registrable Securities covered by such registration statement have been sold or otherwise disposed of in accordance with the intended methods of disposition set forth in such registration statement (such period, the "Effectiveness Period"). At the end of the Effectiveness Period, the Company shall be entitled to deregister any Registrable Securities covered by such registration statement that remain unsold.
Section 2.1(e) — Shelf Registration Statement.  At any time following the date on which the Company first becomes eligible to use Form S-3 (or any successor short-form registration statement permitting incorporation of substantial information by reference) for the registration of securities under the Securities Act, any Holder or group of Holders holding, individually or collectively, at least ten percent (10%) of the then-outstanding Registrable Securities may deliver a written request to the Company requesting that the Company file a shelf registration statement on Form S-3 (or any successor form) covering the resale of all Registrable Securities held by the requesting Holder(s) (and, at the Company's election, all Registrable Securities held by all Holders) (a "Shelf Registration Statement").
Upon receipt of such request, the Company shall:
(i) use commercially reasonable efforts to file the Shelf Registration Statement with the Commission within thirty (30) days following receipt of such request; and
(ii) use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission within sixty (60) days following the date of filing thereof with the Commission.
The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act for so long as any Holder holds Registrable Securities that are covered by such Shelf Registration Statement. The Company shall supplement or amend the Shelf Registration Statement as may be necessary to ensure that it remains available for the resale of Registrable Securities, including filing any required post-effective amendments and new prospectus supplements.
Any Holder whose Registrable Securities are covered by a Shelf Registration Statement may conduct sales of such Registrable Securities in the form of "takedowns" off the Shelf Registration Statement, including underwritten shelf takedowns; provided, however, that (a) no more than two (2) underwritten shelf takedowns may be initiated by or on behalf of the Sponsor Holder in any twelve-month period, and (b) no more than two (2) underwritten shelf takedowns may be initiated by or on behalf of the Equitization Holders (collectively) in any twelve-month period. For the avoidance of doubt, non-underwritten takedowns off a Shelf Registration Statement shall not be subject to any numerical limitation. The provisions of Section 2.1(c) (including the selection of managing underwriter(s) and the Cutback provisions) shall apply, mutatis mutandis, to any underwritten shelf takedown.
Section 2.1(f) — Suspension / Blackout Periods.  Notwithstanding anything to the contrary contained in this Article II, the Company may, upon the determination of the Board in good faith that the filing, initial effectiveness, or continued use of a registration statement (including a Shelf Registration Statement) would require disclosure of material non-public information the premature disclosure of which would materially and adversely affect the Company or its business, defer or suspend the filing of, or suspend the effectiveness or use of, a registration statement for a period not to exceed sixty (60) days in the aggregate during any twelve-month period (and not to exceed two (2) such suspensions in any twelve-month period) (each such period, a "Blackout Period").
The Company shall give prompt written notice to each Holder whose Registrable Securities are covered by such registration statement (or who has requested inclusion therein) of the commencement and termination of each Blackout Period; provided, however, that such notice shall not specify the nature of the material non-public information giving rise to such Blackout Period. Upon receipt of such notice, each such Holder shall immediately discontinue any sales of Registrable Securities pursuant to such registration statement until such Holder receives notice from the Company that such Blackout Period has been terminated and, if applicable, that the prospectus has been supplemented or amended to reflect any material changes. If the Company invokes a Blackout Period during a Demand Registration, the Effectiveness Period applicable thereto shall be extended by a number of days equal to the number of days of such Blackout Period.
Section 2.2 — Piggyback Registration Rights
Section 2.2(a) — Notice.  If at any time the Company proposes to register any of its equity securities under the Securities Act (whether for its own account or for the account of any security holder of the Company), other than (i) a registration on Form S-4 (or any successor form) relating solely to securities issuable in connection with a merger, consolidation, acquisition, or similar transaction, (ii) a registration on Form S-8 (or any successor form) relating solely to securities issuable under an employee benefit, stock option, stock purchase, or similar plan, or (iii) a Demand Registration with respect to which Section 2.1(b) applies (in which case the piggyback provisions of Section 2.1(b) shall govern), the Company shall give written notice of such proposed registration (a "Piggyback Notice") to each Holder at least twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such proposed registration (each such registration, a "Piggyback Registration"). Such Piggyback Notice shall describe the proposed registration, including the type and number of securities proposed to be registered, the intended method of disposition, and, if applicable, the identity of the managing underwriter(s).
Section 2.2(b) — Right to Include.  Each Holder may request inclusion of all or any portion of its Registrable Securities in any Piggyback Registration by delivering written notice thereof to the Company within fifteen (15) Business Days after receipt of the Piggyback Notice. Such notice shall specify the number and type of Registrable Securities that such Holder requests to be included in the Piggyback Registration. The Company shall use commercially reasonable efforts to cause all Registrable Securities requested to be included in the Piggyback Registration to be included in the registration statement and any related prospectus on the same terms and conditions as the other securities being registered in such Piggyback Registration.
Section 2.2(c) — Cutback / Priority.  If the managing underwriter or underwriters of any proposed Piggyback Registration advise the Company in writing that the total number of securities that the Company and the Holders intend to include in such offering exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company (in the case of a Company-initiated registration) or the demanding Holder(s) (in the case of a Holder-initiated registration), then the securities to be included in such Piggyback Registration shall be reduced and allocated as follows:
(i) In the case of a Company-initiated registration:
(A) first, the securities proposed to be registered for the account of the Company;
(B) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities in such registration, allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration; and
(C) third, any other securities requested to be included in such registration.
(ii) In the case of a Holder-initiated registration (including a Demand Registration in which piggyback rights are exercised):
(A) first, the Registrable Securities of the demanding Holder or Holders (the Initiating Holders), allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration;
(B) second, the Registrable Securities of the other Holders who have exercised piggyback rights and requested inclusion of Registrable Securities in such registration, allocated pro rata among such Holders based on the number of Registrable Securities requested by each such Holder to be included in such registration; and
(C) third, any securities proposed to be registered for the account of the Company.
Section 2.2(d) — Withdrawal.  Any Holder that has requested inclusion of its Registrable Securities in a Piggyback Registration may withdraw such request at any time prior to the effective date of the applicable registration statement by delivering written notice of such withdrawal to the Company. Upon receipt of such withdrawal notice, the Company shall remove the withdrawing Holder's Registrable Securities from such registration statement. A withdrawal shall not affect the status of any other Holder's inclusion in the Piggyback Registration, nor shall it constitute a waiver of any Holder's rights under this Agreement with respect to future registrations.
Section 2.3 — Registration Procedures
Whenever the Company is required to effect the registration of Registrable Securities pursuant to this Article II, the Company shall use commercially reasonable efforts to effect such registration in accordance with the intended method(s) of disposition thereof, and in connection therewith the Company shall:
(a) prepare and file with the Commission a registration statement on the appropriate form under the Securities Act with respect to the Registrable Securities to be registered, and include therein all required financial statements (which financial statements shall be audited by Whitfield & Pryce LLP, engagement partner Todd Ashburn, CPA, or such other independent registered public accounting firm as may then serve as the Company's auditors), all exhibits, financial schedules, and all other documents required by the Commission to be filed therewith, and use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act;
(b) use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act as promptly as practicable, and to remain effective during the applicable Effectiveness Period or, in the case of a Shelf Registration Statement, for so long as required by Section 2.1(e);
(c) prepare and file with the Commission such amendments and supplements to the registration statement and the prospectus used in connection therewith as may be necessary to keep the registration statement effective during the applicable period and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement;
(d) furnish to each participating Holder and each underwriter, if any, such number of copies of the registration statement (including all exhibits thereto), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), and such other documents as any participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities covered by such registration statement;
(e) promptly notify each participating Holder and each managing underwriter, if any, of (i) the filing of the registration statement, any amendment thereto, and any supplement to the prospectus, (ii) any written comments received from the Commission or any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (iii) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation or threat of any proceeding for such purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose, and (v) the effectiveness of the registration statement;
(f) make available for inspection by each participating Holder, any underwriter participating in such registration, and any attorney, accountant, or other agent retained by any such Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of the Company (including the work papers of the Company's auditors), and cause the Company's officers, directors, employees, and auditors to supply all information reasonably requested by any such Inspector in connection with such registration, in each case as shall be reasonably necessary to enable such Persons to exercise their due diligence responsibilities; provided, however, that each Inspector shall agree to hold in confidence and not to make any disclosure (other than to the participating Holders, underwriters, and their respective counsel) of any information that the Company identifies in writing as being confidential, unless (A) the disclosure of such information is necessary to avoid or correct a misstatement or omission in the registration statement, (B) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (C) such information has been made generally available to the public other than by disclosure by such Inspector in violation of this clause;
(g) cooperate with each participating Holder and each underwriter participating in such registration and their respective counsel in connection with the preparation of the registration statement and each amendment and supplement thereto, including with respect to the preparation of any selling stockholder questionnaires and selling stockholder sections of the prospectus;
(h) use commercially reasonable efforts to register or qualify the Registrable Securities covered by the registration statement under the securities or "blue sky" laws of such jurisdictions as any participating Holder or any managing underwriter may reasonably request, and do any and all other acts and things that may be necessary or advisable to enable each participating Holder and each underwriter to consummate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any jurisdiction where it is not then so subject, or (iii) consent to general service of process in any jurisdiction where it has not theretofore done so;
(i) in the event of any Underwritten Offering, enter into customary underwriting agreements containing representations, warranties, covenants, indemnification provisions, and contribution provisions consistent with the terms of this Agreement, and deliver such customary closing documents, including legal opinions of counsel to the Company (in form and substance reasonably acceptable to the managing underwriter(s)), comfort letters from the Company's independent registered public accounting firm, officers' certificates, and such other documents as the managing underwriter(s) may reasonably request;
(j) use commercially reasonable efforts to cause the Registrable Securities covered by the registration statement to be listed on each securities exchange, if any, on which securities of the same class or series issued by the Company are then listed or, in the case of an IPO, to be listed on the securities exchange selected by the Company with the consent of the Initiating Holders (such consent not to be unreasonably withheld, conditioned, or delayed);
(k) provide a transfer agent and registrar for the Registrable Securities covered by such registration statement not later than the effective date of such registration statement, and thereafter maintain such transfer agent and registrar;
(l) cooperate with each participating Holder to facilitate the timely preparation and delivery of certificates (if the Registrable Securities are certificated) or book-entry positions (if the Registrable Securities are issued in uncertificated form) representing the Registrable Securities to be sold, which certificates or book-entry positions shall not bear any restrictive legends other than as required by applicable law; and cause such Registrable Securities to be in such denominations and registered in such names as the participating Holders or the managing underwriter(s) may request at least two (2) Business Days prior to any sale of Registrable Securities; and
(m) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and make generally available to the Company's security holders (in the manner contemplated by Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Rule 158 under the Securities Act, no later than forty-five (45) days after the end of the twelve-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of such registration statement.
Section 2.4 — Holder Obligations
As a condition to the inclusion of Registrable Securities in any registration statement filed pursuant to this Article II, each participating Holder shall:
(a) furnish to the Company in writing such information regarding such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request for inclusion in the registration statement and any prospectus included therein, including the completion and return of a selling stockholder questionnaire in the form provided by the Company or its counsel, within ten (10) Business Days following receipt thereof;
(b) comply with all provisions of the Securities Act, the Exchange Act, and all applicable rules and regulations of the Commission thereunder, and comply with all applicable state securities laws, in each case with respect to the disposition of all Registrable Securities covered by such registration statement;
(c) not sell, transfer, or otherwise dispose of any Registrable Securities except in accordance with the registration statement and the prospectus included therein, or pursuant to an available exemption from registration under the Securities Act; and
(d) promptly notify the Company of any changes in the information set forth in any selling stockholder questionnaire previously furnished by such Holder that would require an amendment or supplement to the registration statement or the prospectus.
Section 2.5 — Registration Expenses
(a) "Registration Expenses" means all fees, costs, and expenses of or incident to the Company's performance of or compliance with this Article II, including: (i) all registration and filing fees (including fees with respect to filings required to be made with the Commission, any national securities exchange, and the Financial Industry Regulatory Authority, Inc.); (ii) fees and expenses of compliance with securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with "blue sky" qualifications of the Registrable Securities); (iii) printing expenses (including expenses of printing certificates for the Registrable Securities and printing registration statements, prospectuses, and preliminary prospectuses); (iv) fees and disbursements of counsel for the Company; (v) fees and disbursements of the Company's independent registered public accounting firm (including the expenses of any special audits or "comfort" letters required by or incident to such registration); (vi) fees and disbursements of one (1) counsel selected by the Holders holding a majority of the Registrable Securities being registered (or, if no majority is determinable, one counsel selected by the Equitization Holders and one counsel selected by the Sponsor Holder), in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) per registration; (vii) all road show expenses; (viii) securities exchange listing fees; and (ix) all other costs and expenses incident to the Company's performance of or compliance with this Article II. All Registration Expenses shall be borne by the Company, regardless of whether any registration statement becomes effective.
(b) "Selling Expenses" means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and the fees and disbursements of each Holder's own counsel (other than the one counsel covered as a Registration Expense pursuant to clause (a)(vi) above). All Selling Expenses shall be borne by the participating Holders pro rata based on the number of Registrable Securities sold by each such Holder in the applicable registration (or, in the case of a registration that is withdrawn prior to effectiveness, pro rata based on the number of Registrable Securities that each such Holder had requested to be included therein).
Section 2.6 — Lock-Up Agreements
In connection with any Underwritten Offering effected pursuant to this Article II, each Holder agrees, upon the reasonable request of the managing underwriter(s) for such offering, to enter into a customary "lock-up" agreement pursuant to which such Holder shall agree not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities (or any securities convertible into, exercisable for, or exchangeable for Registrable Securities), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Registrable Securities, in each case for a period not to exceed ninety (90) days following the date of the applicable underwriting agreement (the "Lock-Up Period").
The Lock-Up Period shall apply equally to all Holders, each member of the Board, and each executive officer of the Company, including without limitation Marcus Delano, Chief Executive Officer; Priya Sundaram, Chief Financial Officer; Howard Kessler, General Counsel; and Board members Julian Voight and Serena Chu. The Company shall use commercially reasonable efforts to obtain similar lock-up agreements from each participant in the MIP who holds equity securities of the Company at the time of any such Underwritten Offering.
Notwithstanding the foregoing, the provisions of this Section 2.6 shall not apply to (A) the exercise of options or warrants to purchase Common Stock, provided that the shares of Common Stock issuable upon such exercise shall remain subject to the Lock-Up Period, or (B) any transfer of Registrable Securities that is permitted under the Stockholders' Agreement without the consent of the other Holders, provided that the transferee agrees in writing to be bound by the terms of the lock-up agreement for the remainder of the Lock-Up Period.
Section 2.7 — No Required Participation
No Holder shall be obligated to sell any Registrable Securities or to participate in any registration effected pursuant to this Article II. Nothing in this Agreement shall be construed to require any Holder to include any of its Registrable Securities in any registration statement or to sell any Registrable Securities that are included in a registration statement.
ARTICLE III — INDEMNIFICATION
Section 3.1 — Indemnification by the Company
The Company agrees to indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder, each Affiliate of such Holder, and their respective officers, directors, partners, members, managers, employees, agents, and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, the "Holder Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable and documented attorneys' fees and expenses and reasonable and documented costs of investigation) (collectively, "Losses") arising out of or based upon:
(a) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus (including any preliminary prospectus or summary prospectus), any amendment or supplement thereto, or any document incorporated by reference therein; or
(b) any omission or alleged omission of a material fact required to be stated in any registration statement, any prospectus (including any preliminary prospectus or summary prospectus), any amendment or supplement thereto, or any document incorporated by reference therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that the Company shall not be liable to any Holder Indemnified Party under this Section 3.1 to the extent that such Loss arises out of or is based upon an untrue statement or alleged untrue statement, or an omission or alleged omission, made in any registration statement, prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use therein (including, without limitation, information contained in such Holder's selling stockholder questionnaire).
The Company shall also indemnify each underwriter, if any, and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.
Section 3.2 — Indemnification by the Holders
Each participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers (including the officers who sign the registration statement), its employees, its agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriter, if any, and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectively, the "Company Indemnified Parties"), from and against any and all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus (including any preliminary prospectus or summary prospectus), any amendment or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement, or such omission or alleged omission, was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use therein (including, without limitation, information contained in such Holder's selling stockholder questionnaire).
Notwithstanding anything to the contrary herein, the liability of each Holder under this Section 3.2 shall be limited to an amount equal to the net proceeds (after deduction of all underwriting discounts, selling commissions, and applicable stock transfer taxes) actually received by such Holder from the sale of Registrable Securities giving rise to such indemnification obligation in the applicable registration.
Section 3.3 — Contribution
If the indemnification provided for in Section 3.1 or Section 3.2 is unavailable to, or is insufficient to hold harmless, an indemnified party in respect of any Losses referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and the applicable Holder(s), on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and any such Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Holder and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution pursuant to this Section 3.3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the preceding paragraph. Notwithstanding the foregoing, the amount of contribution of any Holder under this Section 3.3 shall not exceed the net proceeds (after deduction of all underwriting discounts, selling commissions, and applicable stock transfer taxes) actually received by such Holder from the sale of Registrable Securities giving rise to such contribution obligation in the applicable registration. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
Section 3.4 — Notice; Defense of Claims
(a) Notice. Any indemnified party seeking indemnification under this Article III shall give prompt written notice to the indemnifying party of any claim or the commencement of any action, proceeding, or investigation with respect to which such indemnified party seeks indemnification pursuant hereto; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations under this Article III except to the extent that the indemnifying party is actually and materially prejudiced thereby.
(b) Defense. The indemnifying party shall be entitled to participate in and, if it so elects, to assume the defense of any such claim, action, proceeding, or investigation with counsel reasonably satisfactory to the indemnified party. If the indemnifying party elects to assume such defense, the indemnified party shall have the right to employ separate counsel and to participate in (but not control) such defense, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel reasonably satisfactory to the indemnified party in a timely manner, or (iii) the indemnified party shall have been advised by counsel that there may exist a conflict of interest between the indemnifying party and the indemnified party with respect to such claim.
(c) Settlement. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), effect any settlement of any pending or threatened claim, action, proceeding, or investigation in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party in customary form from all liability on claims that are the subject matter of such proceeding, (ii) does not include any statement as to an admission of fault, culpability, or failure to act by or on behalf of any indemnified party, and (iii) does not impose any non-monetary obligations or restrictions on such indemnified party.
ARTICLE IV — RULE 144 AND REPORTING
Section 4.1 — Rule 144 Compliance
With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell Registrable Securities to the public without registration, for so long as any Holder holds Registrable Securities, the Company shall use commercially reasonable efforts to:
(a) file with the Commission in a timely manner all reports and other documents required to be filed by the Company under Section 13 or Section 15(d) of the Exchange Act, to the extent the Company becomes subject to such reporting obligations (whether by reason of Section 12(g) of the Exchange Act, the filing of a registration statement under the Securities Act, or otherwise);
(b) make and keep available adequate current public information (as such term is defined in Rule 144(c) under the Securities Act) concerning the Company; and
(c) upon the written request of any Holder, furnish to such Holder (i) a written statement by the Company as to its compliance with the reporting requirements of the Commission under the Securities Act and the Exchange Act (or, if the Company is not then subject to such reporting requirements, a written statement to that effect), (ii) a copy of the most recent annual report or quarterly report of the Company filed with the Commission (or, if no such reports have been filed, such financial information as is available), and (iii) such other information as such Holder may reasonably request in order to avail itself of any rule or regulation of the Commission permitting the sale of any Registrable Securities without registration.
Section 4.2 — Information Rights (Pre-IPO)
Prior to the consummation of an IPO, the Company shall furnish to each Holder holding at least five percent (5%) of the then-outstanding Registrable Securities:
(a) audited annual financial statements of the Company (including a consolidated balance sheet, statement of operations, statement of cash flows, and statement of stockholders' equity, together with the notes thereto), prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), audited by the Company's independent registered public accounting firm, within one hundred twenty (120) days following the end of each fiscal year of the Company; and
(b) unaudited quarterly financial statements of the Company (including a condensed consolidated balance sheet, statement of operations, and statement of cash flows), prepared in accordance with GAAP (subject to the absence of footnotes and to normal year-end audit adjustments), within sixty (60) days following the end of each of the first three fiscal quarters of each fiscal year of the Company.
The information rights set forth in this Section 4.2 are intended to be consistent with, and shall be deemed to supplement (but not replace or limit), the information rights provided to the Holders under the Stockholders' Agreement dated December 12, 2023.
ARTICLE V — MISCELLANEOUS
Section 5.1 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction.
Section 5.2 — Jurisdiction; Venue
Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereto irrevocably agrees that all claims with respect to any such action, suit, or proceeding shall be heard and determined in such courts. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
Section 5.3 — Waiver of Jury Trial
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF AN ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.3.
Section 5.4 — Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by nationally recognized overnight courier (with written confirmation of receipt), or (iii) sent by email (with confirmation of transmission and no bounce-back or similar error notification), addressed as follows:
(a) If to the Company:
Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, Texas 75201
Attention: Howard Kessler, General Counsel
Email: hkessler@stonefieldlogistics.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Nathaniel Bower
Email: nbower@calderwoodharkness.com
(b) If to Ridgeline:
Ridgeline Capital Partners Fund III, L.P. c/o Ridgeline Capital Management III LLC 300 Park Avenue, 28th Floor New York, New York 10022
Attention: Julian Voight
Email: jvoight@ridgelinecapital.com
(c) If to Graystone:
Graystone Mezzanine Capital Fund II LP At the ad

REGISTRATION RIGHTS AGREEMENT

STONEFIELD LOGISTICS GROUP INC.

RIDGELINE CAPITAL PARTNERS FUND III, L.P.

GRAYSTONE MEZZANINE CAPITAL FUND II LP

ASHLAND STRUCTURED CREDIT LLC

DUNMORE SPECIAL SITUATIONS FUND LP

THE OTHER HOLDERS PARTY HERETO

REGISTRATION RIGHTS AGREEMENT

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