ASSET PURCHASE AGREEMENT by and between RADIANT LOGISTICS GLOBAL SERVICES, INC. and MASS FINANCIAL CORP May 21, 2007Asset Purchase Agreement • May 24th, 2007 • Radiant Logistics, Inc • Arrangement of transportation of freight & cargo
WHEREAS, Laurus Master Fund Limited extended loans to Stonepath Group, Inc., a Delaware corporation (“Stonepath”) and certain subsidiaries of Stonepath, including, among others, United American Freight Services, Inc., a Michigan corporation (“UAFS”), and Stonepath Logistics Domestic Services, Inc., a Delaware corporation (“SLDS” and, together with UAFS, the “Subs”), as evidenced by various loan documents, including without limitation, that certain Secured Convertible Minimum Borrowing Note dated as of August 31, 2005 in the original principal amount of $10,000,000 (the “Convertible Note”), that certain Secured Revolving Note dated as of August 31, 2005 in the original principal amount of $25,000,000 (the “Revolving Note” and together with the “Convertible Note”, the “Notes”), that certain Security Agreement dated as of August 31, 2005 in favor of Laurus Master Fund Limited (the “Security Agreement” and together with the Notes, the “Loan Documents”), all of which were assigned to Seller
MANAGEMENT AGREEMENT Between MASS FINANCIAL, CORP. Secured Creditor in Possession and RADIANT LOGISTICS GLOBAL SERVICES, INC. Manager For the Operations of UNITED AMERICAN FREIGHT SERVICES, INC Dated as of May 21, 2007Management Agreement • May 24th, 2007 • Radiant Logistics, Inc • Arrangement of transportation of freight & cargo
This Management Agreement (“Agreement”), is made and entered into this 21st day of May, 2007 (“Effective Date”), by and between Mass Financial Corp., a Barbados company (“Mass”) in its capacity as a secured creditor in possession pursuant to Mass’ foreclosure on the assets of United American Freight Services, Inc., a Michigan corporation (“UAFS”) (and other collateral) as provided in Article 9 of the Uniform Commercial Code and Radiant Logistics Global Services, Inc., a Delaware corporation (“Radiant”).
