REGISTRATION RIGHTS AGREEMENT by and among JACOBS PRIVATE EQUITY, LLC, THE OTHER HOLDERS OF REGISTRABLE SECURITIES AND DESIGNATED SECURED LENDERS and XPO LOGISTICS, INC. Dated as of September 2, 2011Registration Rights Agreement • September 6th, 2011 • Jacobs Private Equity, LLC • Transportation services • Delaware
REGISTRATION RIGHTS AGREEMENT dated as of September 2, 2011 (this “Agreement”), by and among JACOBS PRIVATE EQUITY, LLC (the “Investor Representative”), each of the other Holders (as defined below), each Designated Secured Lender (as defined below) and XPO LOGISTICS, INC., a Delaware corporation (the “Company”).
Jacobs Private Equity, LLC 350 Round Hill Road Greenwich, CT 06831Investment Agreement • September 6th, 2011 • Jacobs Private Equity, LLC • Transportation services
Reference is made to the Investment Agreement, dated June 13, 2011, among Jacobs Private Equity, LLC, a Delaware limited liability company (“JPE”), certain other investors (such other investors, the “Investors”), and Express-1 Expedited Solutions, Inc., now known as XPO Logistics, Inc., a Delaware corporation (the “Company”), as amended (the “Investment Agreement”), pursuant to which JPE and the Investors made an investment in the Company as of the date hereof. On the date hereof, in accordance with the terms and conditions of the Investment Agreement, the Company issued to JPE, for $67,500,000 in cash, (i) 67,500 shares of Series A Convertible Perpetual Preferred Stock of the Company (the “Preferred Stock”), which are initially convertible into an aggregate of 9,642,857 shares of Company common stock, and (ii) warrants to initially purchase 9,642,857 shares of Company common stock (the “Warrants”) at an initial exercise price of $7.00 per share. The shares of Preferred Stock, the Warr
