FUND V
LP, as FPD Lenders, and acknowledged and agreed to by RADIANT LOGISTICS INC.
(the "Company") and certain subsidiaries of the Company (each a "Grantor").
Capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to such terms in the Pari Passu Intercreditor Agreement.
The undersigned, [______________], a [________________], (the "New Grantor")
wishes to acknowledge and agree to the Pari Passu Intercreditor Agreement and
become a party thereto to the limited extent contemplated by Section 5.18
thereof and to acquire and undertake the rights and obligations of a Grantor
thereunder.
Accordingly, the New Grantor agrees as follows for the benefit of the
Representatives and the Claimholders:
Section 1.
Accession to the Pari Passu Intercreditor Agreement.
The New Grantor (a)
acknowledges and agrees to, and becomes a party to the Pari Passu Intercreditor
Agreement as a Grantor to the limited extent contemplated by Section 5.18
thereof, (b) agrees to all the terms and provisions of the Pari Passu
Intercreditor Agreement and (c) shall have all the rights and obligations of a
Grantor under the Pari Passu Intercreditor Agreement.
This Grantor Joinder
Agreement supplements the Pari Passu Intercreditor Agreement and is being
executed and delivered by the New Grantor pursuant to Section 5.18 of the Pari
Passu Intercreditor Agreement.
Section 2.
Representations, Warranties and Acknowledgement of the New Grantor.
The New
Grantor represents and warrants to each Representative and to the Claimholders
that (a) it has full power and authority to enter into this Grantor Joinder
Agreement, in its capacity as Grantor and (b) this Grantor Joinder Agreement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with the
terms of this Grantor Joinder Agreement.
Section 3.
Counterparts.
This Grantor Joinder Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.
Delivery of an executed counterpart of a signature page of
this Grantor Joinder Agreement or any document or instrument delivered in
connection herewith by electronic mail or other electronic means shall be
effective as delivery of a manually executed counterpart of this Grantor Joinder
Agreement or such other document or instrument, as applicable.
Section 4.
Section Headings.
Section heading used in this Grantor Joinder Agreement are
for convenience of reference only and are not to affect the construction hereof
or to be taken in consideration in the interpretation hereof.
Exhibit A - Page 1
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Section 5.
Benefit of Agreement.
The agreements set forth herein or undertaken pursuant
hereto are for the benefit of, and may be enforced by, any party to the Pari
Passu Intercreditor Agreement subject to any limitations set forth in the Pari
Passu Intercreditor Agreement with respect to the Grantors.
Section 6.
Governing Law.
THIS GRANTOR JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR
CONTROVERSY ARISING OUT OF OR RELATING TO THIS GRANTOR JOINDER AGREEMENT
(WHETHER ARISING