ROADRUNNER DAWES, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 24th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is made as of this 14th day of March, 2007, by and among (i) Roadrunner Dawes, Inc., a Delaware corporation (the “Company”); (ii) Thayer Equity Investors V, L.P., a Delaware limited partnership (“Thayer”); (iii) Sankaty Credit Opportunities, L.P., (“COPS”); (iv) Sankaty Credit Opportunities II, L.P. (“COPS II”); (v) RGIP, LLC (“RGIP”); (vi) Eos Capital Partners III, L.P. (“Eos”); (vii) Eos Partners, L.P. (“Eos II”); (viii) American Capital Strategies, Ltd. (“ACAS”), (ix) American Capital Equity I, LLC (“American Capital”), (x) TC Roadrunner-Dawes Holdings, L.L.C. (“Roadrunner Dawes Co-Invest”); (xi) TC Sargent Holdings, L.L.C. (“Sargent Co-Invest”); and (xii) K&E Investment Partners, L.P. — 2005 DIF (“K&E”).
ADVISORY AGREEMENTAdvisory Agreement • May 24th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware
This Advisory Agreement (this “Agreement”) is made and entered into as of May 7, 2010, by and between Thayer | Hidden Creek Management, L.P., a Delaware limited partnership (the “Advisor”), and Roadrunner Transportation Services Holdings, Inc., a Delaware corporation (the “Company”).
ContractRoadrunner Transportation Systems, Inc. • May 24th, 2011 • Arrangement of transportation of freight & cargo • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
JOINT FILING AGREEMENTJoint Filing Agreement • May 24th, 2011 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned, being duly authorized, hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.
ContractRoadrunner Transportation Systems, Inc. • May 24th, 2011 • Arrangement of transportation of freight & cargo
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
