STANDBY PURCHASE AGREEMENTRegistration Rights Agreement • November 9th, 2018 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of [●], by and among (i) Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), (ii) Elliott Associates, L.P., a Delaware limited partnership, Brockdale Investments LP, a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands, British West Indies limited partnership (collectively, 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.”
AMENDMENT NO. 3 TO INVESTMENT AGREEMENTInvestment Agreement • November 9th, 2018 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS AMENDMENT NO. 3 TO INVESTMENT AGREEMENT (this “Amendment”) is entered into as of November 8, 2018, 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 “Purchasers”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2018 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Illinois
