EX-10.51





 Exhibit 10.51 

EXECUTION VERSION 
  

 
  

STOCKHOLDERS’ AGREEMENT 

dated as of February 26, 2019 

by and among 
 Roadrunner
Transportation Systems, Inc., 
 Elliott Associates, L.P., 

and 
 Elliott International, L.P.,

  
  

 












 TABLE OF CONTENTS 
  

							
	 	  	Page	 
	ARTICLE I DEFINITIONS	  	 	1	 
			
	 1.1
	 	 Certain Defined Terms
	  	 	1	 
	 1.2
	 	 Other Definitional Provisions
	  	 	4	 
		
	ARTICLE II CORPORATE GOVERNANCE	  	 	4	 
			
	 2.1
	 	 Board Representation
	  	 	4	 
	 2.2
	 	 Available Financial Information
	  	 	6	 
	 2.3
	 	 Other Information
	  	 	8	 
	 2.4
	 	 Access
	  	 	8	 
	 2.5
	 	 Termination of Rights
	  	 	9	 
		
	ARTICLE III MISCELLANEOUS	  	 	9	 
			
	 3.1
	 	 Confidentiality
	  	 	9	 
	 3.2
	 	 Amendments and Waivers
	  	 	9	 
	 3.3
	 	 Successors, Assigns and Permitted Transferees
	  	 	9	 
	 3.4
	 	 Notices
	  	 	10	 
	 3.5
	 	 Further Assurances
	  	 	10	 
	 3.6
	 	 Entire Agreement; No Third Party Beneficiaries
	  	 	11	 
	 3.7
	 	 Restrictions on Other Agreements; Bylaws
	  	 	11	 
	 3.8
	 	 Governing Law
	  	 	11	 
	 3.9
	 	 Jurisdiction and Forum; Waiver of Jury Trial
	  	 	11	 
	 3.10
	 	 Severability
	  	 	11	 
	 3.11
	 	 Enforcement
	  	 	12	 
	 3.12
	 	 Titles and Subtitles
	  	 	12	 
	 3.14
	 	 No Recourse
	  	 	12	 
	 3.15
	 	 Counterparts; Facsimile Signatures
	  	 	12	 

 Exhibit A – Joinder Agreement 

  
 - i - 













 THIS STOCKHOLDERS’ AGREEMENT is entered into as of February 26, 2019, by and among
Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership and Elliott International, L.P., a Cayman Islands, British West Indies limited partnership
(collectively, the “Elliott Stockholders”) and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). 

RECITALS 
 WHEREAS, the
Company and the Elliott Stockholders have entered into the Standby Purchase Agreement, dated as of November 8, 2018 (as amended on January 10, 2019), by and among the Company and the Elliott Stockholders; and 

WHEREAS, the Company and the Elliott Stockholders wish to set forth certain understandings between such parties, including with respect to
certain governance matters. 
 NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto hereby agree
as follows: 
 ARTICLE I 

DEFINITIONS 
 1.1 Certain
Defined Terms. As used herein, the following terms shall have the following meanings: 
 “Affiliate” means, with respect
to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person directly or indirectly owning or controlling 10% or more of any class of outstanding
voting securities of such Person or (iii) any officer, director, general partner or trustee of any such Person described in clause (i) or (ii); provided, that no portfolio company of any investment fund affiliated with
Elliott Management Corporation (excluding, for the avoidance of doubt, the Elliott Stockholders) shall be deemed an Affiliate of any Elliott Stockholder for purposes of this Agreement. 

“Agreement” means this Stockholders Agreement, as amended from time to time in accordance with Section 3.2. 

“Annual Budget” has the meaning given to such term in Section 2.2(b). 

“Applicable Law” means all applicable provisions of (i) constitutions, treaties, statutes, laws (including the
common law), rules, regulations, ordinances, codes or orders 












 
of any Governmental Entity, (ii) any consents or approvals of any Governmental Entity and (iii) any orders, decisions, injunctions, judgments, awards, decrees of or
agreements with any Governmental Entity. 
 “beneficial owner” or “beneficially own” has the meaning given
such term in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of Common Stock or other voting securities of the Company shall be calculated in accordance with the provisions of such
Rule. 
 “Board” means the Board of Directors of the Company. 

“Bylaws” means the Second Amended and Restated Bylaws of the Company, as in effect on the date hereof and as the same may be
amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and the terms of the Charter. 

“Charter” means the Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and as
the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. 
 “Common
Stock” means the shares of common stock, par value $0.01 per share, of the Company including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are
issued with respect to Common Stock, including with respect to any stock split or stock dividend, or a successor security. 

“Company” has the meaning given to such term in the Preamble. 

“control” (including the terms “controlling”, “controlled by” and “under common
control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or otherwise. 
 “Director” means any member of the
Board. 
 “Elliott Designee” has the meaning given to such term in Section 2.1(b). 

“Elliott Stockholders” has the meaning given to such term in the Preamble. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 “GAAP” means generally accepted accounting principles, as in effect in the United States of America from time to time.


  
 2 













 “Governmental Entity” means any federal, state, local or foreign court,
legislative, executive or regulatory authority or agency. 
 “Group” has the meaning given to such term in
Section 13(d)(3) of the Exchange Act. 
 “Information” means all confidential information about the Company or any of
its Subsidiaries that is or has been furnished to any Stockholder or any of its Representatives by or on behalf of the Company or any of its Subsidiaries, or any of their respective Representatives, whether written or oral or in electronic or other
form and whether prepared by the Company, its Representatives or otherwise, together with all written or electronically stored documentation prepared by such Stockholder or its Representatives based on or reflecting, in whole or in part, such
information; provided that the term “Information” does not include any information that (i) is or becomes generally available to the public through no action or omission by such Stockholder or its Representatives,
(ii) is or becomes available to such Stockholder on a non-confidential basis from a source, other than the Company or any of its Subsidiaries, or any of their respective Representatives, that to
such Stockholder’s knowledge, after reasonable inquiry, is not prohibited from disclosing such portions to such Stockholder by a contractual, legal or fiduciary obligation, (iii) is independently developed by a Stockholder or its
Representatives or Affiliates on its own behalf without use of any of the confidential information or (iv) was in such Stockholder’s, its Affiliates’ or its Representatives’ possession prior to the date of this Agreement.

 “NYSE” means the New York Stock Exchange. 

“Permitted Transferee” means with respect to any Stockholder or its Affiliates (x) an Affiliate of such
Stockholder, including to any investment fund or other entity controlled or managed by, or under common control or management with, such Stockholder and (y) any transferee of Common Stock that is not an Affiliate of such Stockholder that
holds (after giving effect to such transfer) in excess of ten percent (10%) of the then-outstanding Common Stock; provided, however, that any such transferee shall agree in a writing in the form attached as Exhibit A hereto to be
bound by and to comply with all applicable provisions of this Agreement. Any Stockholder shall also be a Permitted Transferee of the Permitted Transferees or itself. 

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any Group comprised of any two or more of the foregoing. 

“Representatives” means with respect to any Person, any of such Person’s, or its Affiliates’, directors, officers,
employees, general partners, Affiliates, direct or indirect shareholders, members or limited partners, attorneys, accountants, financial and other 

  
 3 













 
advisers, and other agents and representatives, including in the case of the Elliott Stockholders, any person designated for nomination by the Board as a Director by the Elliott Stockholders.

 “Stockholder” and “Stockholders” have the meanings given to such terms in the Preamble. 

“Subsidiary” means, with respect to any Person, any corporation, entity or other organization whether incorporated or
unincorporated, of which (i) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or
others performing similar functions or (ii) such first Person is a general partner, managing member or otherwise exercises similar management control. 

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of,
either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any shares of Common Stock
beneficially owned by a Person or any interest in any shares of Common Stock beneficially owned by a Person. 
 1.2 Other Definitional
Provisions. 
 (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” 
 (b) The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms of such terms. 
 ARTICLE II 

CORPORATE GOVERNANCE 
 2.1
Board Representation. 
 (a) The Elliott Stockholders (treated as one stockholder) shall have the right, but not the obligation, to
designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Elliott Stockholders (treated as one
stockholder) beneficially own in the aggregate at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the 

  
 4 













 
Board at such time as long as the Elliott Stockholders (treated as one stockholder) beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Common Stock;
(iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Elliott Stockholders (treated as one stockholder) beneficially own in the aggregate at least 30% but less than 40% of the outstanding
shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Elliott Stockholders (treated as one stockholder) beneficially own in the aggregate at least 20% but less
than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Elliott Stockholders (treated as one stockholder) beneficially own in the
aggregate at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Elliott Designees that the Elliott Stockholders are entitled to designate for nomination pursuant to the formula
outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of the Board. 

(b) In the event that the Elliott Stockholders have designated for nomination by the Board less than the total number of designees the Elliott
Stockholders shall be entitled to designate for nomination pursuant to Section 2.1(a), the Elliott Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case,
the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Elliott Stockholders to
designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) to designate such additional individuals designated for nomination by the
Elliott Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Elliott Stockholders shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter
elected to the Board to serve as a Director shall be referred to herein as an “Elliott Designee.” 
 (c) In the event that
a vacancy is created at any time by the death, retirement, removal or resignation of any Director designated by the Elliott Stockholders pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent
permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Elliott Stockholders, if such Director was designated by the Elliott
Stockholders, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary
to accomplish the same. 

  
 5 













 (d) The Company agrees, to the fullest extent permitted by Applicable Law (including with
respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to this
Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Elliott Designee
pursuant to this Agreement. 
 (e) Insofar as the Company is or becomes subject to requirements under Applicable Law or the regulations of
any self-regulatory organization, including the NYSE or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition of the Board or committees thereof, their
respective responsibilities or the qualifications of their respective members, the Elliott Stockholders shall cooperate in good faith to select for nomination designees to the Board under this Section 2.1 so as to permit the Company to comply
with all such applicable requirements. 
 (f) No Elliott Designee shall be paid any fee (or provided any equity-based compensation) for
service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that each Elliott Designee shall be entitled to reimbursement by the Company for reasonable expenses incurred while traveling to
and from Board and committee meetings as well as travel for other business related to his or her service on the Board or committees thereof, subject to any maximum reimbursement obligations as may be established by the Board from time to time.
Notwithstanding the foregoing, any Elliott Designee whom the Board determines to be “independent” as defined under NYSE and Exchange Act rules and regulations shall be entitled to compensation in accordance with the Company’s
Independent Director Compensation Program. 
 2.2 Available Financial Information. Upon written request of an Elliott Stockholder,
the Company will deliver, or cause to be delivered, to such Elliott Stockholder or its designated Representative: 
 (a) as soon as available
after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and
stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit
adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; 

  
 6 













 (b) an annual budget, a business plan and financial forecasts for the Company for the next
fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of
income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation
and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect
that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections
as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Elliott Stockholders
as promptly as practicable after such changes have been approved by the Board; 
 (c) as soon as available after the end of each fiscal year
of the Company, and in any event within 90 days thereafter, (i) the annual financial statements required to be filed by the Company pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its
Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, prepared in accordance with GAAP and setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company and (iii) a Company-prepared comparison to
the Annual Budget for such year as approved by the Board; and 
 (d) as soon as available after the end of the first, second and third
quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, (i) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act, (ii) a
consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such period and for the
current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and (iii) a Company-prepared comparison to the
corresponding periods of the previous fiscal year and to the Annual Budget then in effect as approved by the Board, all of the information to be provided pursuant to this Section 2.2(d) in reasonable detail and certified by the principal
financial or accounting officer of the Company. 

  
 7 













 (e) Notwithstanding anything to the contrary in Sections 2.2(c) and (d), the Company may
satisfy its obligations thereunder (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (i) providing the financial statements of any wholly-owned Subsidiary of the Company to the extent such financial statements
reflect the entirety of the operations of the business or (ii) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (i), as
applicable, with the U.S. Securities and Exchange Commission on EDGAR or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Sections 2.2(c) and (d) shall be satisfied so
long as it transmits such materials to the Elliott Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods. 

2.3 Other Information. The Company covenants and agrees to deliver to the Elliott Stockholders, upon written request, so long as the
Elliott Stockholders (treated as one stockholder) shall beneficially own in the aggregate at least 5% of the outstanding shares of Common Stock, with reasonable promptness, such other information and data (including such information and reports made
available to any lender of the Company or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Company and each of its Subsidiaries as from time to time may be reasonably requested by any Elliott Stockholder;
provided that the Company reserves the right to withhold any information under this Section 2.3 or access under Section 2.4 from the Elliott Stockholders if the Board determines that providing such information or granting such
access would reasonably be expected to adversely affect the Company on a competitive basis or otherwise. The Elliott Stockholders shall have access to such other information concerning the Company’s business or financial condition and the
Company’s management as may be reasonably requested, including all information that is necessary for (x) each of the Elliott Stockholders and their respective Affiliates to comply with income tax reporting and regulatory
requirements and (y) the Elliott Stockholders to prepare their quarterly and annual financial statements. 
 2.4 Access.
The Company shall, and shall cause its Subsidiaries, officers, Directors, employees, auditors and other agents to (a) afford the Elliott Stockholders and each of their Representatives, so long as the Elliott Stockholders (treated as one
stockholder) shall beneficially own in the aggregate at least 5% of the outstanding shares of Common Stock, during normal business hours and upon reasonable notice, reasonable access at all reasonable times to its officers, employees, auditors,
legal counsel, properties, offices and other facilities and to all books and records, and (b) afford the Elliott Stockholders the opportunity to discuss the affairs, finances and accounts of the Company and its Subsidiaries with their
respective officers from time to time as any Elliott Stockholder may reasonably request upon reasonable notice. 

  
 8 













 2.5 Termination of Rights. This Agreement shall terminate on the earlier to occur of
(a) such time as the Elliott Stockholders are no longer entitled to nominate a Director pursuant to Section 2.1(a) of this Agreement and (b) upon the delivery of a written notice by the Elliott Stockholders to the
Company requesting that this Agreement terminate. 
 ARTICLE III 

MISCELLANEOUS 
 3.1
Confidentiality. Each party hereto agrees to, and shall cause its Representatives to, keep confidential and not divulge any Information, and to use, and cause its Representatives to use, such Information only in connection with the operation
of the Company and its Subsidiaries; provided that nothing herein shall prevent any party hereto from disclosing such Information (a) upon the order of any court or administrative agency, (b) upon the request or demand
of any regulatory agency or authority having jurisdiction over such party, (c) to the extent required by law or legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (d) to
the extent necessary in connection with the exercise of any remedy hereunder, (e) to other Stockholders, (f) to such party’s Representatives that in the reasonable judgment of such party need to know such Information or
(g) to any potential transferee of Common Stock of a Stockholder to whom such proposed Transfer would be permitted in accordance with Section 3.3 as long as such potential transferee of Common Stock of a Stockholder agrees to be
bound by the provisions of this Section 3.1 as if a Stockholder; provided further that, in the case of clause (a), (b) or (c), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such
disclosure as practicable and use reasonable efforts to ensure that any Information so disclosed is accorded confidential treatment, when and if available. 

3.2 Amendments and Waivers. This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by
the Company and the Elliott Stockholders. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing
and is signed by the party asserted to have granted such waiver. 
 3.3 Successors, Assigns and Permitted Transferees. This Agreement
shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Any Stockholder may assign its rights and obligations hereunder, in whole or in part, to any Permitted Transferee
whereupon 

  
 9 













 
references to the Elliott Stockholder shall be deemed to include such Permitted Transferee. 

3.4 Notices. All notices and other communications to be given to any party hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered by hand, courier or overnight delivery service, or when received in the form of a facsimile or other electronic transmission (receipt confirmation requested), and shall be directed to the address set forth below
(or at such other address or facsimile number as such party shall designate by like notice): 
 (a) if to the Company, to: 

Roadrunner Transportation Systems, Inc. 

1431 Opus Place, Suite 530 

Downers Grove, Illinois 60515 

Attn: Curtis W. Stoelting 
 Fax:
(630) 968-0509 
 Email: cstoelting@rrts.com 

(b) if to the Elliott Stockholders, to: 

c/o Elliott Management Corporation 

40 West 57th Street, 4th Floor 

New York, NY 10019 
 Attn: Elliot
Greenberg 
 Fax: (212) 478-2371 

Email: egreenberg@elliottmgmt.com 

(c) if to any other Stockholder, to the address of such other Stockholder as shown in the stock record book of the Company. 

3.5 Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at
the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions
contemplated hereby and to otherwise carry out the intent of the parties hereunder. To the fullest extent permitted by law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result
in, any Stockholder being deprived of the rights contemplated by this Agreement. 

  
 10 













 3.6 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter of this Agreement and supersedes any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or agreement and there are no agreements,
understandings, representations or warranties between the parties other than those set forth or referred to in this Agreement, and this Agreement is not intended to confer in or on behalf of any Person not a party to this Agreement (and their
successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof. 

3.7 Restrictions on Other Agreements; Bylaws. The provisions of this Agreement shall be controlling if any such provision or the
operation thereof conflicts with the provisions of the Bylaws. Each of the parties covenants and agrees to take, or cause to be taken, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware
law), any action reasonably requested by the Company or any Stockholder, as the case may be, to amend the Bylaws so as to avoid any conflict with the provisions hereof, including, in the case of the Stockholders, to vote their shares of Common
Stock. 
 3.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of laws thereof to the extent that such principles would require or permit the application of laws of another jurisdiction. 

3.9 Jurisdiction and Forum; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim arising out of
or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of or, if the Court of Chancery does not have subject matter jurisdiction over this matter, the Superior Court of the State of Delaware (Complex
Commercial Division), or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any
such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the
directions in Section 3.4. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 3.10 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in
any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent
permitted by law, (b) as to such Person or circumstance or in such 

  
 11 













 
jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (c) the application of such provision to other Persons or
circumstances or in other jurisdictions shall not be affected thereby. 
 3.11 Enforcement. Each party hereto acknowledges that money
damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or
right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and
enforcing specifically the terms and provisions hereof. 
 3.12 Titles and Subtitles. The titles of the articles, sections and
subsections of this Agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement. 

3.13 No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of
or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, Director, officer, employee,
incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by
reason of, the transactions contemplated hereby. 
 3.14 Indemnification. The Company shall enter into separate indemnification
agreements with each of the Elliott Stockholders and the Elliott Designees, on terms reasonably satisfactory to the Elliott Stockholders. 

3.15 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signature(s). 

[Remainder of page intentionally left blank] 

  
 12 













 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set
forth in the first paragraph hereof. 
  

			
	COMPANY
	
	ROADRUNNER TRANSPORTATION SYSTEMS, INC.


 
			
		
	By:	 	 /s/ Curtis W. Stoelting

	Name:	 	Curtis W. Stoelting
	Title:	 	Chief Executive Officer



  
 [Signature
Page—Stockholders Agreement] 













 
			
	ELLIOTT STOCKHOLDERS
	
	ELLIOTT ASSOCIATES, L.P.
	
	By: Elliott Capital Advisors, L.P., its General Partner
		
	By:	 	Braxton Associates, Inc., its General Partner


 
			
		
	By:	 	 /s/ Elliot Greenberg

	Name:	 	Elliot Greenberg
	Title:	 	Vice President


 
			
	
	ELLIOTT INTERNATIONAL, L.P.
	
	By: Elliott International Capital Advisors Inc., as Attorney-in-Fact




			
		
	By:	 	 /s/ Elliot Greenberg

	Name:	 	Elliot Greenberg
	Title:	 	Vice President



  
 [Signature
Page—Stockholders Agreement] 













 Exhibit A 

JOINDER AGREEMENT 

Reference is made to the Stockholders Agreement, dated as of February 26, 2019 (as amended from time to time, the “Stockholders
Agreement”), by and among Roadrunner Transportation Systems, Inc. (the “Company”) and certain stockholders of the Company party thereto. The undersigned agrees, by execution hereof, to become a party to, and to be subject
to the rights and obligations under, the Stockholders Agreement. 
  

			
	[NAME]
		
	By:	 	 
		 	Name:
		 	Title:

 Date: 
 Address: 

 

			
	Acknowledged by:
	
	ROADRUNNER TRANSPORTATION SYSTEMS, INC.


			
		
	By:	 	 
		 	Name:
		 	Title:

 Date: 

  
 A-1