REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2017 by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., Brockdale Investments LP, Thayer Equity Investors V, L.P., TC Roadrunner-Dawes Holdings, L.L.C., TC Sargent Holdings,...Registration Rights Agreement • May 4th, 2017 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of May 2, 2017, by and among (i) Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), (ii) Elliott Associates, L.P., a Delaware limited partnership, and Brockdale Investments LP, a Delaware limited partnership (the “Elliott Stockholders”), and (iii) Thayer Equity Investors V, L.P., a Delaware limited partnership, TC Roadrunner-Dawes Holdings, L.L.C., a Delaware limited liability company, TC Sargent Holdings, L.L.C., a Delaware limited liability company, HCI Equity Partners III, L.P., a Delaware limited partnership, and HCI Co-Investors III, L.P., a Delaware limited partnership (collectively, the “HCI Stockholders”). The Elliott Stockholders and the HCI Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.”
WARRANT AGREEMENTWarrant Agreement • May 4th, 2017 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
WHEREAS, pursuant to the Investment Agreement, dated as of May 1, 2017 (as may be amended from time to time, the “Investment Agreement”), by and among the Company, Elliott Associates, L.P., a Delaware limited partnership, and Brookdale Investments LP, a Delaware limited partnership (collectively, the “Investors”), providing, among other things, for the issuance by the Company of 379,572 warrants to purchase Common Stock (collectively, the “Warrants,”); and
STOCKHOLDERS’ AGREEMENT dated as of May 2, 2017 by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P. and Brockdale Investments LPStockholders’ Agreement • May 4th, 2017 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS STOCKHOLDERS’ AGREEMENT is entered into as of May 2, 2017, by and among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership, and Brockdale Investments LP, a Delaware limited partnership (collectively, the “Stockholders”).
INVESTMENT AGREEMENT dated as of May 1, 2017 by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P. and Brockdale Investments LPInvestment Agreement • May 4th, 2017 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
INVESTMENT AGREEMENT, dated as of May 1, 2017 (this “Agreement”), by and among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership, and Brockdale Investments LP, a Delaware limited partnership (each a “Purchaser,” and collectively, the “Purchasers”).
