0001104659-11-030902.txt : 20110524 0001104659-11-030902.hdr.sgml : 20110524 20110523185757 ACCESSION NUMBER: 0001104659-11-030902 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110524 DATE AS OF CHANGE: 20110523 GROUP MEMBERS: HC EQUITY PARTNERS V, L.L.C. GROUP MEMBERS: HCI CO-INVESTORS III, L.P. GROUP MEMBERS: HCI EQUITY MANAGEMENT, L.P. GROUP MEMBERS: HCI EQUITY PARTNERS III, L.P. GROUP MEMBERS: HCI EQUITY PARTNERS, L.L.C. GROUP MEMBERS: HCI MANAGEMENT III, L.P. GROUP MEMBERS: TC CO-INVESTORS V, L.L.C. GROUP MEMBERS: TC ROADRUNNER-DAWES HOLDINGS, L.L.C. GROUP MEMBERS: TC SARGENT HOLDINGS, L.L.C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THAYER EQUITY INVESTORS V LP CENTRAL INDEX KEY: 0001164105 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANNIA AVENUE NW STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Roadrunner Transportation Systems, Inc. CENTRAL INDEX KEY: 0001440024 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 202454942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85488 FILM NUMBER: 11866414 BUSINESS ADDRESS: STREET 1: 4900 S. PENNSYLVANIA AVENUE CITY: CUDAHY STATE: WI ZIP: 53110 BUSINESS PHONE: 414-615-1500 MAIL ADDRESS: STREET 1: 4900 S. PENNSYLVANIA AVENUE CITY: CUDAHY STATE: WI ZIP: 53110 FORMER COMPANY: FORMER CONFORMED NAME: Roadrunner Transportation Services Holdings, Inc. DATE OF NAME CHANGE: 20080715 SC 13D 1 a11-13055_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Roadrunner Transportation Systems, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

76973Q105

(CUSIP Number)

Scott D. Rued
Lisa M. Costello
HCI Equity Partners, L.L.C.
1455 Pennsylvania Avenue, NW, Suite 350
Washington, DC 20004
(202) 371-0150

with a copy to:
Scott A. Moehrke, P.C.
Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, Illinois 60654
(312) 862-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 11, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 76973Q105

	1	Names of Reporting Persons Thayer Equity Investors V, L.P.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 13,946,409 (see item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 13,946,409 (see item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,946,409 (see item 4 and item 5)

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 42.9%

	14	Type of Reporting Person* PN

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting Persons HCI Equity Partners III, L.P.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2,528,947 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2,528,947 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,528,947 (See item 4 and item 5)

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 8.4%

	14	Type of Reporting Person* PN

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting Persons HCI Co-Investors III, L.P.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 36,662 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 36,662 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 36,662 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0.1%

	14	Type of Reporting Person* PN

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting Persons TC Sargent Holdings, L.L.C.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 45,598 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 45,598(See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 45,598 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person* OO

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting Persons TC Roadrunner-Dawes Holdings, L.L.C.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 24,369 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 24,369 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 24,369 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0.1%

	14	Type of Reporting Person* OO

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting HC Equity Partners V, L.L.C.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 13,946,409 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 13,946,409 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,946,409 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 42.9%

	14	Type of Reporting Person* OO, IA

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting TC Co-Investors V, L.L.C.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 69,967 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 69,967 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 69,967 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person* OO

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting HCI Equity Management, L.P.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 69,967 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 69,967 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 69,967 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person* PN, IA

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting HCI Management III, L.P.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2,565,609 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2,565,609 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,565,609 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 8.5%

	14	Type of Reporting Person* PN, IA

* SEE INSTRUCTIONS.

CUSIP No. 76973Q105

	1	Names of Reporting HCI Equity Partners, L.L.C.

	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds* OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 16,581,985 (See item 4 and item 5)

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 16,581,985 (See item 4 and item 5)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,581,985 (See item 4 and item 5)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13	Percent of Class Represented by Amount in Row (11) 51.0%

	14	Type of Reporting Person* OO

* SEE INSTRUCTIONS.

Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.01 per share (the “Common Stock”), of Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 4900 S. Pennsylvania Avenue, Cudahy, Wisconsin 53110.

Item 2. Identity and Background.

(a)-(e) This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

(i) Thayer Equity Investors V, L.P. (“Thayer”), by virtue of its deemed beneficial ownership of shares of Common Stock and warrants exercisable for shares of Common Stock,

(ii) HCI Equity Partners III, L.P. (formerly known as Thayer | Hidden Creek Partners II, L.P.) (“Partners III”), by virtue of its deemed beneficial ownership of shares of Common Stock,

(iii) HCI Co-Investors III, L.P. (formerly known as THC Co-Investors II, L.P.) (“Co-Investors III”), by virtue of its deemed beneficial ownership of shares of Common Stock,

(iv) TC Sargent Holdings, L.L.C. (“TC Sargent”), by virtue of its deemed beneficial ownership of shares of Common Stock and warrants exercisable for shares of Common Stock,

(v) TC Roadrunner-Dawes Holdings, L.L.C. (“TC Roadrunner”), by virtue of its deemed beneficial ownership of shares of Common Stock,

(vi) HC Equity Partners V, L.L.C. (“HC Equity”), by virtue of its being the general partner of Thayer,

(vii) TC Co-Investors V, L.L.C. (“Co-Investors”), by virtue of its being the managing member of TC Sargent and TC Roadrunner,

(viii) HCI Equity Management, L.P. (“HCI”), by virtue of its being the sole manager of Co-Investors,

(ix) HCI Management III, L.P. (“HCI Management III”), by virtue of its being the general partner of Partners III and Co-Investors III, and

(x) HCI Equity Partners, L.L.C. (“HCI Equity Partners”), by virtue of its being the general partner of HCI and HCI Management III and the managing member of HC Equity,

all of whom are referred to herein as the “Reporting Persons.” Each of the Reporting Persons is organized under the laws of the State of Delaware. The Reporting Persons have entered into a Joint Filing Agreement, dated May 23, 2011, a copy of which is filed with this Schedule 13D as Schedule A

(which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.

The principal business address of each of the Reporting Persons is 1455 Pennsylvania Avenue, NW, Suite 350, Washington, DC, 20004. HCI Equity Partners is primarily engaged in the business of serving as the ultimate general partner or managing member of private equity funds engaged primarily in the business of investing and managing private equity investments, including by serving as the managing member of HC Equity and the general partner of HCI and HCI Management III. Thayer, Partners III, Co-Investors III, TC Sargent and TC Roadrunner are primarily engaged in the business of making investments. HC Equity is primarily engaged in the business of serving as the general partner of Thayer. Co-Investors is primarily engaged in the business of serving as the managing member of TC Sargent and TC Roadrunner. HCI is primarily engaged in the business of serving as the management company of private equity funds affiliated with HCI Equity Partners, including Thayer and Partners III, and serving as the sole manager of Co-Investors. HCI Management III is primarily engaged in the business of serving the general partner of Partners III and Co-Investors III.

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has any of the Reporting Persons been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Certain information with respect to the executive officers and directors of the Reporting Persons, if applicable, is set forth on Schedule A attached hereto.

Item 3. Source and Amount of Funds or Other Consideration.

On May 11, 2011, HC Equity replaced TC Equity Partners V, L.L.C. as the general partner of Thayer; HCI replaced Thayer | Hidden Creek Management, L.P. as the sole manager of Co-Investors, the managing member of TC Sargent and TC Roadrunner; and HCI Management III replaced THCP Management II, L.P. as the general partner of Partners III and Co-Investors III (collectively, the “Restructuring”). HCI Equity Partners is the managing member of HC Equity and the general partner of HCI and HCI Management III (collectively, the HCI Parties”). Thayer, TC Sargent, TC Roadrunner, Partners III, Co-Investors III and Co-Investors are referred to herein collectively as the “Existing Owners.”

The Restructuring was undertaken in connection with the withdrawal of a member of Thayer | Hidden Creek Partners, L.L.C. and TC Equity Partners V, L.L.C. and a limited partner of Thayer | Hidden Creek Management, L.P. and THCP Management II, L.P. (the “Departing Partner”) and the formation of the HCI Parties by the remaining members and limited partners, as applicable, of Thayer | Hidden Creek Partners, L.L.C., TC Equity Partners V, L.L.C., Thayer | Hidden Creek Management, L.P. and THCP Management II, L.P. (collectively, the “Thayer Entities”).

Each HCI Party has ownership and economic interests in the Existing Owners equivalent to the Thayer Entity it replaced, except that the Departing Partner has separately retained certain economic rights and obligations equivalent to what he held through the Thayer Entities and is not a part of the HCI Parties. The Restructuring did not change the identity or holdings of the direct beneficial owners of the Issuer’s Common Stock or the warrants reported herein. No one received or paid any consideration with respect to the shares of Common Stock or warrants reported herein in connection with the Restructuring. As a result of the Restructuring, each of the HCI Entities may be deemed to be a beneficial owner of all or a portion of the shares of Common Stock held directly by the Existing Owners and all or a portion of the shares of Common Stock issuable to certain of the Existing Owners upon the exercise of the warrants, as described in more detail below.

Certain of the Existing Owners have held interests in the Issuer since 2005 when they invested in a predecessor of the Issuer, Roadrunner Freight Systems, Inc., which was merged into the Issuer in 2005. In 2006, certain of the Existing Owners invested in Sargent Transportation Group, Inc., which was subsequently merged into the Issuer in 2007. As part of the Issuer’s initial public offering, the Existing Owners’ securities holdings were converted into shares of Common Stock (or into warrants exercisable to purchase shares of Common Stock, as applicable). Each of Scott D. Rued, Ivor J. Evans, James D. Forese and Judy A. Vijums, each of whom had been affiliated with the Thayer Parties and is now affiliated with the HCI Parties, is on the board of directors of the Issuer.

In connection with the Sargent merger, Thayer received warrants that may be exercised to purchase an aggregate of 2,224,629 shares of Common Stock and TC Sargent received warrants that may be exercised to purchase an aggregate of 21,143 shares of Common Stock, in each case at a per share exercise price of $13.39 (the “Sargent Merger Warrant”). Each of Thayer and TC Sargent, in its discretion, may exercise its Sargent Merger Warrant at any time prior to its expiration in March 2017. The preceding summary of terms of the Sargent Merger Warrant is qualified in its entirety by reference to the detailed provisions of the Sargent Merger Warrant, a copy of which is attached as Exhibit B and incorporated herein by reference.

In December 2009, the Issuer issued junior subordinated notes and warrants to several purchasers, including Thayer, in connection with its acquisition of Bullet Freight Systems, Inc. The Issuer retired the junior subordinated notes in 2010 with proceeds of its initial public offering. Thayer continues to hold warrants to purchase 89,588 shares of Common Stock at a per share exercise price of $8.37 (the “Junior Subordinated Note Warrant”). Thayer, in its discretion, may exercise its Junior Subordinated Note Warrant at any time prior to its expiration in December 2017. The preceding summary of terms of the Junior Subordinated Note Warrant is qualified in its entirety by reference to the detailed provisions of the Junior Subordinated Note Warrant, a copy of which is attached as Exhibit C and incorporated herein by reference.

In summary, Thayer may be deemed to be the direct beneficial owner of 11,632,192 shares of Common Stock, or approximately 35.8% of the Common Stock outstanding, and may be deemed to be the direct beneficial owner of an additional 2,314,217 shares of Common Stock, or approximately 7.1% of the Common Stock outstanding, as a result of the Sargent Merger Warrant and the Junior Subordinated Note Warrant it holds, both of which are currently exercisable. Partners III may be deemed to be the direct beneficial owner of 2,528,947 shares of Common Stock, or approximately 8.4% of the Common Stock outstanding. Co-Investors III may be deemed to be the direct beneficial owner of 36,662 shares of Common Stock, or 0.1% of the Common Stock outstanding. TC Sargent may be deemed to be the direct beneficial owner of 24,455 shares of Common Stock, or 0.1% of the Common Stock outstanding, and may be deemed to be the direct beneficial owner of an additional 21,143 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding, as a result of the Sargent Merger Warrant it

holds, which is currently exercisable. TC Roadrunner may be deemed to be the direct beneficial owner of 24,369 shares of Common Stock, or 0.1% of the Common Stock outstanding.

Item 4. Purpose of Transaction.

The purpose of the transaction was to complete the Restructuring. Thayer, HCI Partners III, Co-Investors III, TC Sargent and TC Roadrunner did not acquire or dispose of any securities of the Issuer in connection with the Restructuring. The Thayer Entities may have been deemed to be beneficial owners of the shares of Common Stock held by the Existing Owners or issuable to the Existing Owners pursuant to the Sargent Merger Warrant and the Junior Subordinated Note Warrant and therefore may be deemed to have disposed of securities of the Issuer in connection with the Restructuring. The HCI Parties may be deemed to be beneficial owners of the shares of Common Stock held by the Existing Owners and the shares of Common Stock issuable to the Existing Owners pursuant to the Sargent Merger Warrant and the Junior Subordinated Note Warrant and therefore may be deemed to have acquired securities of the Issuer in connection with the Restructuring.

Certain of the Reporting Persons, as well as other stockholders of the Issuer, are parties to a Second Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”), dated March 14, 2007, a copy of which is attached hereto as Exhibit D (and which is incorporated by reference herein), which includes certain restrictions on transferability, “piggyback” registration rights and demand registration rights. Such agreement provides that if, at any time after an initial public offering, the Issuer files a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), for any underwritten sale of shares of any of the Issuer’s equity securities, the stockholders may request that the Issuer include in such registration the shares of Common Stock held by them on the same terms and conditions as the securities otherwise being sold in such registration. In addition to piggyback registration rights, the Stockholders’ Agreement provides that, any time after the Issuer is eligible to register its common stock on a Form S-3 registration statement under the Securities Act, certain of the Issuer’s stockholders may request registration under the Securities Act of all or any portion of their shares of common stock. These stockholders are limited to a total of two of such registrations. In addition, if the Issuer proposes to file a registration statement under the Securities Act for any underwritten sale of shares of any of its securities, stockholders party to the Stockholders’ Agreement may request that the Issuer include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration. The Stockholders’ Agreement defines certain circumstances, including a change in control, whereby all stockholders are obligated to sell their common stock on the same terms as Thayer.

Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in:

(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the issuer;

(f) Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner within the meaning of Rule 13d-3 of the Exchange Act of shares of Common Stock as described below.

(i) Thayer and HC Equity may be deemed to be the beneficial owners of 13,946,409 shares of Common Stock, or approximately 42.9% of the Common Stock outstanding. This number is comprised of: 11,632,192 shares of Common Stock held directly by Thayer, 2,224,629 shares of Common Stock issuable to Thayer pursuant to the Sargent Merger Warrant and 89,588 shares of Common Stock issuable to Thayer pursuant to the Junior Subordinated Note Warrant.

(ii) Partners III may be deemed to be the beneficial owner of 2,528,947 shares of Common Stock, or approximately 8.4% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Partners III.

(iii) Co-Investors III may be deemed to be the beneficial owner of 36,662 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Co-Investors III.

(iv) TC Sargent may be deemed to be the beneficial owner of 45,598 shares of Common Stock, or 0.2% of the Common Stock outstanding. This number is comprised of: 24,455 shares of Common Stock held directly by TC Sargent, and 21,143 shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant.

(v) TC Roadrunner may be deemed to be the beneficial owner of 24,369 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by TC Roadrunner.

(vi) Co-Investors and HCI may be deemed to be the beneficial owners of 69,967 shares of Common Stock, or 0.2% of the Common Stock outstanding. This number is

comprised of the shares of Common Stock held directly by and the shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above.

(vii) HCI Management III may be deemed to be the beneficial owner of 2,565,609 shares of Common Stock, or 8.5% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by Partners III as described in paragraph (ii) above and the shares of Common Stock held directly by Co-Investors III as described in paragraph (iii) above.

(viii) HCI Equity Partners may be deemed to be the beneficial owner of 16,581,985 shares of Common Stock, or 51.0% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by and issuable to Thayer pursuant to the Sargent Merger Warrant and the Junior Subordinated Notes Warrant as described in paragraph (i) above, the shares of Common Stock held directly by Partners III as described in paragraph (ii) above, the shares of Common Stock held by Co-Investors III as described in paragraph (iii) above, the shares of Common Stock held directly by and issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above, and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above.

(b) Each Reporting Person may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of shares of Common Stock as described below.

(i) Thayer and HC Equity may be may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 13,946,409 shares of Common Stock, or approximately 42.9% of the Common Stock outstanding. This number is comprised of: 11,632,192 shares of Common Stock held directly by Thayer, 2,224,629 shares of Common Stock issuable to Thayer pursuant to the Sargent Merger Warrant and 89,588 shares of Common Stock issuable to Thayer pursuant to the Junior Subordinated Note Warrant. HC Equity’s investment committee makes investment decisions on behalf of HC Equity and may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the foregoing shares of Common Stock. HC Equity’s investment committee decisions are made based on the affirmative consent of HCI Equity Partners and the majority of the votes of the investment committee members, who are: Daniel M. Dickinson, Scott D. Rued, Douglas P. McCormick, Ivor J. Evans, James T. Forese and Richard Snell.

(ii) Partners III may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,528,947 shares of Common Stock, or approximately 8.4% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Partners III.

(iii) Co-Investors III may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 36,662 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Co-Investors III.

(iv) TC Sargent may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 45,598 shares of Common Stock, or 0.2% of the Common Stock outstanding. This number is comprised of: 24,455 shares of Common Stock held directly by TC Sargent, and 21,143 shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant.

(v) TC Roadrunner may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 24,369 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by TC Roadrunner.

(vi) Co-Investors and HCI may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 69,967 shares of Common Stock, or 0.2% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by and the shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above.

(vii) HCI Management III may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,565,609 shares of Common Stock, or 8.5% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by Partners III as described in paragraph (ii) above and the shares of Common Stock held directly by Co-Investors III as described in paragraph (iii) above. HCI Management III’s investment committee makes investment decisions on behalf of HCI Management III and may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the foregoing shares of Common Stock. HCI Management III’s investment committee decisions are made based on the affirmative consent of HCI Equity Partners and the majority of the investment committee members, who are: Daniel M. Dickinson, Ivor J. Evans, James T. Forese, Scott Gibaratz, Douglas P. McCormick, Daniel F. Moorse, Carl E. Nelson, Scott D. Rued, Richard Snell and Judith A. Vijums.

(viii) HCI Equity Partners may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 16,581,985 shares of Common Stock, or 51.0% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by and issuable to Thayer pursuant to the Sargent Merger Warrant and the Junior Subordinated Notes Warrant as described in paragraph (i) above, the shares of Common Stock held directly by Partners III as described in paragraph (ii) above, the shares of Common Stock held by Co-Investors III as described in paragraph (iii) above, the shares of Common Stock held directly by and issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above, and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above. As the managing member of HC Equity and the general partner HCI and HCI Management III, HCI Equity Partners exercises certain authority over the investment decision-making process of the other Reporting Persons through its board of directors, and, as a result, the directors may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the foregoing shares of Common

Stock. The directors are Daniel M. Dickinson, Douglas P. McCormick and Scott D. Rued. Board actions generally must be approved by two of the three directors.

The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein. The filing of this Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the shares of Common Stock.

(c) Except to the extent the Restructuring is deemed to be a transaction in the Issuer’s securities, there have been no transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On May 7, 2010, the Issuer entered into an advisory agreement (the “Advisory Agreement”) with Thayer | Hidden Creek Management, L.P., a copy of which is attached hereto as Exhibit E (and which is incorporated by reference herein). HCI assumed the Advisory Agreement effective May 11, 2011. Pursuant to the Advisory Agreement, HCI will provide advisory services to the Issuer, including identification, support, negotiation, and analysis of acquisitions and dispositions and support, negotiation, and analysis of financing alternatives. In exchange for such services, HCI will be reimbursed for its expenses and paid a transaction fee in connection with the consummation of each acquisition or divestiture by the Issuer or its subsidiaries, excluding certain specified transactions, and in connection with any public or private debt offering by the Issuer or its subsidiaries negotiated by HCI. The amount of any such fee will be determined through good faith negotiations between the Issuer’s board of directors and HCI.

Except for the Advisory Agreement and the agreements described above in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits.

Schedule A	-	Additional Information Required by Item 2 of Schedule 13D

Exhibit A	-	Schedule 13D Joint Filing Agreement, dated May 23, 2011, by and among each of the Reporting Persons

Exhibit B	-	Sargent Merger Warrant

Exhibit C	-	Junior Subordinated Note Warrant

Exhibit D	-	Stockholders’ Agreement

Exhibit E	-	Advisory Agreement

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 23, 2011

Thayer Equity Investors V, L.P.

By:	HC Equity Partners V, L.L.C., its General Partner

By:	HCI Equity Partners, L.L.C., its Managing Member


By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO

HCI Equity Partners III, L.P.

By:	HCI Management III, L.P., its General Partner

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO


HCI Co-Investors III, L.P.

By:	HCI Management III, L.P., its General Partner

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO

TC Sargent Holdings, L.L.C.

By:	TC Co-Investors V, L.L.C., its Managing Member

By:	HCI Equity Management, L.P., its Sole Manager

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO


TC Roadrunner-Dawes Holdings, L.L.C.

By:	TC Co-Investors V, L.L.C., its Managing Member

By:	HCI Equity Management, L.P., its Sole Manager

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO


TC Co-Investors V, L.L.C.

By:	HCI Equity Management, L.P., its Sole Manager

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO

SCHEDULE A

HCI Equity Partners, L.L.C.

HCI Equity Partners, L.L.C. is managed by a board of directors. Set forth below is the name and business address of each directors of HCI Equity Partners, L.L.C.

Name	Title	Address
Daniel M. Dickinson	Director	1455 Pennsylvania Avenue, NW, Suite 350 Washington, DC 20004

Douglas P. McCormick	Director	1455 Pennsylvania Avenue, NW, Suite 350 Washington, DC 20004

Scott D. Rued	Director	1455 Pennsylvania Avenue, NW, Suite 350 Washington, DC 20004

EX-99.A 2 a11-13055_1ex99da.htm EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

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.

Dated: May 23, 2011

	Thayer Equity Investors V, L.P.

	By:	HC Equity Partners V, L.L.C., its General Partner

	By:	HCI Equity Partners, L.L.C., its Managing Member


	By:	/s/ Lisa M. Costello
		Name:	Lisa M. Costello
		Title:	Treasurer and CFO

	HCI Equity Partners III, L.P.

	By:	HCI Management III, L.P., its General Partner

	By:	HCI Equity Partners, L.L.C., its General Partner

	By:	/s/ Lisa M. Costello
		Name:	Lisa M. Costello
		Title:	Treasurer and CFO


	HCI Co-Investors III, L.P.

	By:	HCI Management III, L.P., its General Partner

	By:	HCI Equity Partners, L.L.C., its General Partner

	By:	/s/ Lisa M. Costello
		Name:	Lisa M. Costello
		Title:	Treasurer and CFO

TC Sargent Holdings, L.L.C.

By:	TC Co-Investors V, L.L.C., its Managing Member

By:	HCI Equity Management, L.P., its Sole Manager

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO


TC Roadrunner-Dawes Holdings, L.L.C.

By:	TC Co-Investors V, L.L.C., its Managing Member

By:	HCI Equity Management, L.P., its Sole Manager

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO


TC Co-Investors V, L.L.C.

By:	HCI Equity Management, L.P., its Sole Manager

By:	HCI Equity Partners, L.L.C., its General Partner

By:	/s/ Lisa M. Costello
	Name:	Lisa M. Costello
	Title:	Treasurer and CFO

EX-99.B 3 a11-13055_1ex99db.htm EX-99.B

EXHIBIT B

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.

March , 2007

ROADRUNNER DAWES, INC.

Warrant for the Purchase of Shares of Class A Voting Common Stock

No. W-1

For value received, this Warrant is hereby issued by Roadrunner Dawes, Inc., a Delaware corporation (the “Company”), to Thayer Equity Investors V, L.P. (the “Holder”). Subject to the provisions of this Warrant, the Company hereby grants to Holder the right to purchase from the Company 14,898.997 fully paid and non-assessable shares of Common Stock at a price of $2,000.00 per share (the “Exercise Price”).

The term “Common Stock” means the Class A Voting Common Stock, par value $0.01 per share, of the Company as constituted on the date hereof (the “Base Date”). The number of shares of Common Stock to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” The term “Other Securities” means any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock.

The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held, subject to all of the conditions, limitations and provisions set forth herein.

1. Exercise of Warrant. Subject to the terms and conditions set forth herein, this Warrant may be exercised in whole or in part, pursuant to the procedures provided below, at any time on or before the earlier of 5:00 p.m., Eastern time, on March , 2017 (the “Expiration Date”) or, if such day is a day on which banking institutions in New York are authorized by law to close, then on the next succeeding day that shall not be such a day. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its principal office, with the Warrant Exercise Form attached hereto duly executed by the Holder and accompanied by payment (either (a) in cash or by check, payable to the order of the Company, (b) by cancellation by the Holder of indebtedness or other obligations of the Company to the Holder, or (c) by a combination of (a) or (b)), of the aggregate Exercise Price for the total aggregate number of shares for which this Warrant is exercised. Upon receipt by the Company of this Warrant, together with the executed Warrant Exercise Form and payment of the Exercise Price for the shares to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant for the exercise hereof, the Holder shall be deemed to be the holder of record of the shares of Common Stock (or Other Securities) issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder; provided, however, that no exercise of this Warrant shall be effective, and the Company shall have no obligation to issue any Common Stock or Other Securities to the Holder upon any attempted exercise of this Warrant, unless the Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is an “accredited investor” as defined in Regulation D under the Securities Act and that

the Holder is familiar with the Company and its business and financial condition and has had an opportunity to ask questions and receive documents relating thereto to his reasonable satisfaction.

2. Net Issue Exercise. If the “Fair Market Value” of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X =	Y (A-B)
	A

Where X = the number of shares of Common Stock to be issued to the Holder

Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation)

B = Exercise Price (as adjusted to the date of such calculation)

3. Reservation of Shares. The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free of all preemptive rights.

4. Fair Market Value. Notwithstanding anything herein to the contrary, (i) the Holder may make an election pursuant to Section 2 only in connection with a “Sale of the Company” (as that term is defined in that certain Second Amended and Restated Stockholders’ Agreement, dated as of the date hereof (the “Stockholders’ Agreement”) among the Company, the Holders and the other Company stockholders party thereto) that constitutes a “Qualified Public Offering” or is a transaction in which one or more Company stockholders receive cash and/or liquid marketable securities for their shares of Company capital stock, and (ii) the Fair Market Value per share shall be the per share value received by Company stockholders in such Sale of the Company or, if applicable, the per share offering price to the public in the Company’s initial public offering of Common Stock.

5. Assignment or Loss of Warrant. Subject to the transfer restrictions herein (including Section 9), upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and of reasonably satisfactory indemnification by the Holder, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a replacement Warrant of like tenor and date.

6. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant.

7. Adjustments.

7.1. Adjustment for Recapitalization. If the Company shall at any time after the Base Date subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock (or Other Securities) subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the Base Date combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment and adjustment to the Exercise Price pursuant to this Section 7.1 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor.

Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 7.1, the Exercise Price shall be adjusted to the nearest cent by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

7.2. Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the Base Date or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant, upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation.

7.3. Certificate as to Adjustments. The adjustments provided in this Section 7 shall be interpreted and applied by the Company in such a fashion so as to reasonably preserve the applicability and benefits of this Warrant (but not to increase or diminish the benefits hereunder). In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of the Warrant, the Company at its expense will promptly compute such adjustment in accordance with the terms of the Warrant and prepare a certificate executed by an executive officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate to each Holder.

7.4. Notices of Record Date, Etc. In the event that:

(a) the Company shall declare any dividend or other distribution to the holders of Common Stock, or authorizes the granting to Common Stock holders of any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; or

(b) the Company authorizes any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation or entity; or

then, and in each such case, the Company shall mail or cause to be mailed to the holder of this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the time, if any is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such Other Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 20 days prior to the date therein specified.

7.5. No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 7 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

8. Transfer to Comply with the Securities Act. This Warrant and any Warrant Stock or Other Securities may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person who, in the reasonable opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 8 with respect to any resale or other disposition of such securities; or (b) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees.

9. Legend. All shares acquired by the Holder upon exercise of this Warrant will be subject to the Stockholders’ Agreement. In addition, unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of any of the Warrants and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of, unless registered pursuant to the provisions of that Act or unless an opinion of counsel to the Corporation is obtained stating that such disposition is in compliance with an available exemption from such registration.

10. Notices. All notices required hereunder shall be in writing and shall be deemed given when telegraphed, delivered personally or within two days after mailing when mailed by certified or registered mail, return receipt requested, to the Company or the Holder, as the case may be, for whom such notice is intended, if to the Holder, at the address of such party shown on the books of the Company, or if to the Company, to the address set forth on the signature page hereof, or at such other address of which the Company or the Holder has been advised by notice hereunder.

11. Applicable Law. The Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions of such State.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

	ROADRUNNER DAWES, INC.


	By:
		Peter W. Armbruster,
		Vice President - Finance

	Address:
	4900 S. Pennsylvania Avenue
	Cudahy, Wisconsin 53110

WARRANT EXERCISE FORM

The undersigned hereby irrevocably elects to (i) exercise the within Warrant to purchase shares of the Class A Voting Common Stock of Roadrunner Dawes, Inc., a Delaware corporation, pursuant to the provisions of Section 1 of the attached Warrant, and hereby makes payment of $ in payment therefor, or (ii) exercise this Warrant for the purchase of shares of Class A Voting Common Stock, pursuant to the provisions of Section 2 of the attached Warrant. The undersigned’s execution of this form constitutes the undersigned’s agreement to all the terms of the Warrant and to comply therewith.


	Signature

	Print Name:



	Signature, if jointly held

	Print Name:



	Date

ASSIGNMENT FORM

FOR VALUE RECEIVED (“Assignor”) hereby sells, assigns and transfers unto (“Assignee”) all of Assignor’s right, title and interest in, to and under Warrant No. W- issued by , dated .

DATED:

			ASSIGNOR:



			Signature

			Print Name:



			Signature, if jointly held

			Print Name:


			ASSIGNEE:

The undersigned agrees to all of the terms of the Warrant and to comply therewith.


	Signature

	Print Name:



	Signature, if jointly held

	Print Name:

March , 2007

ROADRUNNER DAWES, INC.

Warrant for the Purchase of Shares of Class A Voting Common Stock

No. W-2

For value received, this Warrant is hereby issued by Roadrunner Dawes, Inc., a Delaware corporation (the “Company”), to TC Sargent Holdings, L.L.C. (the “Holder”). Subject to the provisions of this Warrant, the Company hereby grants to Holder the right to purchase from the Company 141.599 fully paid and non-assessable shares of Common Stock at a price of $2,000.00 per share (the “Exercise Price”).

The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held, subject to all of the conditions, limitations and provisions set forth herein.

the Holder is familiar with the Company and its business and financial condition and has had an opportunity to ask questions and receive documents relating thereto to his reasonable satisfaction.

X =	Y (A-B)
	A

Where X = the number of shares of Common Stock to be issued to the Holder

A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation)

B = Exercise Price (as adjusted to the date of such calculation)

7. Adjustments.

7.4. Notices of Record Date, Etc. In the event that:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

	ROADRUNNER DAWES, INC.


	By:
		Peter W. Armbruster,
		Vice President - Finance

	Address:
	4900 S. Pennsylvania Avenue
	Cudahy, Wisconsin 53110

WARRANT EXERCISE FORM


	Signature

	Print Name:



	Signature, if jointly held

	Print Name:



	Date

ASSIGNMENT FORM

FOR VALUE RECEIVED (“Assignor”) hereby sells, assigns and transfers unto (“Assignee”) all of Assignor’s right, title and interest in, to and under Warrant No. W- issued by , dated .

DATED:

			ASSIGNOR:



			Signature

			Print Name:



			Signature, if jointly held

			Print Name:


			ASSIGNEE:

The undersigned agrees to all of the terms of the Warrant and to comply therewith.


	Signature

	Print Name:



	Signature, if jointly held

	Print Name:

EX-99.C 4 a11-13055_1ex99dc.htm EX-99.C

Exhibit C

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.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, DATED AS OF MARCH 14, 2007, AS AMENDED, MODIFIED OR OTHERWISE SUPPLEMENTED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS.

SERIES 1 WARRANT

To Purchase 600 Shares of Common Stock of

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

Expiring December 11, 2017

No.: 1

Number of Shares: 600

Date of Issuance: December 11, 2009 (the “Issuance Date”)

THIS IS TO CERTIFY THAT, for value received, Thayer Equity Investors V, L.P., a Delaware limited partnership, or its assigns reflected in a registry maintained by the Company pursuant to Section 2.2(b) (the “Holder”), is entitled pursuant to this Series 1 Warrant (this “Series 1 Warrant”) (i) to purchase from ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC., a Delaware corporation (the “Company”), at any time or from time to time on or after the date hereof and prior to 5:00 p.m., New York City time, on the eighth (8th) anniversary of the date hereof, at the offices of the Company, at the Exercise Price (as defined below), 600 shares of Class A Voting Common Stock, par value $0.01 per share (“Common Stock”), all subject to adjustment and upon the terms and conditions hereinafter provided, and (ii) to exercise the other appurtenant rights, powers and privileges hereinafter described.

This Series 1 Warrant is one of one or more Series 1 Warrants (collectively, the “Series 1 Warrants”), of the same form and having the same terms as this Series I Warrant, entitling the holders thereof initially to purchase up to an aggregate of 9,900 shares of Common Stock issued pursuant to the Securities Purchase Agreement (as defined below).

Capitalized terms used in this Series I Warrant and not otherwise defined herein have the respective meanings given to such terms in Article VI.

ARTICLE I.

EXERCISE OF WARRANTS

SECTION 1.1. Method of Exercise.

(a) To exercise this Series 1 Warrant (which may, in the sole discretion of the Holder, be effected in whole or in part), the Holder shall deliver, on any Business Day subsequent to the date hereof, to the Company; (i) this Series I Warrant, (ii) a written notice of such Holder’s election to exercise this Series 1 Warrant, which notice shall specify the number of shares of Common Stock to be purchased, the denominations of the certificate or certificates desired and the name or names in which such shares of Common Stock are to be registered, and (iii) payment of the Exercise Price with respect to such shares of Common Stock. The Holder shall not designate a Person other than the Holder as the Person in whose name the shares of Common Stock are to be registered, unless such Person shall have agreed in writing that such Person, as a holder of shares of Common Stock, shall be bound by and be entitled to the benefits of all the provisions of the Stockholders’ Agreement (as defined below) to the extent that the Stockholders’ Agreement remains in effect.

(b) Payment of the Exercise Price may be made, at the option of the Holder, either (i) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of (x) the Exercise Price times (y) the number of shares of Common Stock as to which this Series I Warrant is being exercised or (ii) following the initial Qualified Public Offering or in connection with and immediately prior to the consummation of a Liquidity Event, by receiving from the Company the number of shares of Common Stock equal to (x) the number of shares of Common Stock as to which this Series I Warrant is being exercised minus (y) the number of shares of Common Stock having a Fair Market Value equal to the product of (1) the Exercise Price times (2) the number of shares of Common Stock as to which this Series I Warrant is being exercised.

(c) The Company shall, as promptly as practicable and in any event within five (5) days after receipt of such notice and payment, execute and deliver the certificate or certificates representing the number of shares of Common Stock purchased upon exercise of this Series I Warrant. This Series I Warrant shall be deemed to have been exercised, and the Holder or any other Person designated by the Holder shall be deemed for all purposes to have become a holder of record of the shares of Common Stock, as of the date the aforementioned notice and payment is received by the Company.

(d) If this Series I Warrant shall have been exercised only in part, the Company shall, at the time of such exercise, deliver to the Holder a new Series 1 Warrant evidencing the rights to purchase the remaining shares of Common Stock called for by this Series 1 Warrant, which new Series 1 Warrant shall in all other respects be identical to this Series 1 Warrant, or, at the request of the Holder, appropriate notation may be made on this Series 1 Warrant which shall then be returned to the Holder.

(e) The Company shall pay all taxes imposed on it, and all expenses and other charges payable in connection with the preparation, execution and delivery of new Series 1 Warrants and the issuance of the shares of Common Stock as called for hereby. If shares of Common Stock or new Series 1 Warrants are, at the request of the Holder, to be issued in a name or names other than that of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment.

ARTICLE II.

TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANTS

SECTION 2.1. Ownership of Series 1 Warrant. The Company may deem and treat the Person in whose name this Series 1 Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by any Person other than the Company) for all purposes and shall not be affected by any notice to the contrary, until due presentment of this Series 1 Warrant for registration of transfer as provided in this Article II.

SECTION 2.2. Transfer of Series 1 Warrant.

(a) Subject to compliance with applicable laws, and except as otherwise provided in the Stockholders’ Agreement and the Securities Purchase Agreement, each of which imposes certain restrictions on transfer, this Series I Warrant may be freely transferred, in whole or in part, by the Holder. No transfer of any Series 1 Warrant other than pursuant to a Public Sale may be made to any Person unless such Person shall have agreed in writing that such Person, as a holder of a Series I Warrant, shall be bound by and be entitled to the benefits of all the provisions of the Stockholders’ Agreement to the extent that the Stockholders’ Agreement remains in effect (and upon such agreement such Person shall be entitled to such benefits and the transferor shall be released from all future obligations thereunder respecting such Series I Warrants). Each Series 1 Warrant issued in exchange upon transfer of this Series 1 Warrant (or of any Series 1 Warrant issued in exchange herefor), other than a transfer pursuant to a Public Sale, shall be stamped or otherwise imprinted with a legend in substantially the following form:

(b) The Company shall maintain a registry of transfers of the Series 1 Warrants. Transfer of this Series 1 Warrant in whole or in part, and all related rights hereunder shall be registered in such registry upon surrender of this Series 1 Warrant, together with a written assignment of this Series 1 Warrant duly executed by the Holder or its duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon such transfer. Any such

transfer shall be in compliance with all applicable U.S. federal and state securities laws and this Series 1 Warrant. Upon surrender and, if required, such payment, (i) the Company shall execute and deliver a new Series 1 Warrant or Series 1 Warrants in the name of the assignee or assignees and in the denominations specified in the instrument of assignment (which may include fractional numbers of shares of Common Stock), (ii) the Company shall issue to the assignor a new Series 1 Warrant evidencing the portion of this Series 1 Warrant, if any, not so assigned and (iii) this Series 1 Warrant shall promptly be canceled.

SECTION 2.3. Division or Combination of Series 1 Warrants. This Series 1 Warrant may be divided or combined with other Series 1 Warrants upon presentment to the Company of this Series 1 Warrant and any Series 1 Warrant or Series 1 Warrants with which this Series 1 Warrant is to be combined, together with a written notice specifying the names and denominations in which the new Series 1 Warrant or Series 1 Warrants are to be issued, signed by the holders hereof and thereof or their respective duly authorized agents or attorneys. Subject to Section 2.2 as to any transfer or assignment that may be involved in the division or combination, the Company shall execute and deliver a new Series 1 Warrant or Series 1 Warrants in exchange for the Series 1 Warrant or Series 1 Warrants to be divided or combined in accordance with such notice.

SECTION 2.4. Loss, Theft, Destruction of Series 1 Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of any Series 1 Warrant and, in the case of any such loss, theft or destruction, upon receipt of documentation reasonably satisfactory to the Company (it being understood and agreed that if the holder of such Series 1 Warrant is the original Holder, then an affidavit of loss and an undertaking to indemnify the Company, the amount of which shall be limited to the Fair Market Value of the shares of Common Stock for which such Series 1 Warrant is exercisable, given by such Person shall without more be satisfactory to the Company) or, in the case of any such mutilation, upon surrender and cancellation of such Series 1 Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Series 1 Warrant, a new Series 1 Warrant of like tenor and representing the right to purchase the same number of shares of Common Stock.

SECTION 2.5. Expenses of Delivery of Series 1 Warrants. The Company shall pay all taxes (other than transfer taxes payable pursuant to Section 1.1(e)) imposed upon it and all expenses and other charges payable in connection with the preparation, issuance and delivery of Series 1 Warrants hereunder.

ARTICLE III.

CERTAIN RIGHTS

SECTION 3.1 Rights and Obligations under the Securities Purchase Agreement and the Stockholders’ Agreement. This Series 1 Warrant is entitled to the benefits of the Securities Purchase Agreement, dated as of December 11, 2009, by and among the Company, the guarantors party thereto and the purchasers listed therein (as the same may be amended from time to time, the “Securities Purchase Agreement”). This Series 1 Warrant and the shares of

Common Stock for which this Series 1 Warrant is exercisable are entitled to the benefits and subject to the terms of the Second Amended and Restated Stockholders’ Agreement, dated as of March 14, 2007 and as amended on December 23, 2008, by and among the Company and the stockholders parties thereto (as the same may be amended from time to time, the “Stockholders’ Agreement”). The Company shall keep or cause to be kept a copy of the Securities Purchase Agreement and the Stockholders’ Agreement and any amendments thereto at its offices and shall furnish, without charge, copies thereof to the Holder upon request.

SECTION 3.2. Determination of Fair Market Value. Subject to Section 3.3, any determination of Fair Market Value required hereunder shall be made promptly in good faith by the Board. Upon each such determination of Fair Market Value, the Company shall promptly give notice thereof to all Series I Warrantholders, setting forth in reasonable detail the calculation of such Fair Market Value and the method and basis of determination thereof (each, a “Company Determination”). Upon the Holder’s request in connection with any contemplated exercise (partial or full) of this Series I Warrant pursuant to Section 1.1(b)(ii), the Board shall promptly make a determination of the Fair Market Value of the Company and its Subsidiaries and shall notify the Series 1 Warrantholders of the resulting Company Determination.

SECTION 3.3. Contest and Appraisal Rights.

(a) If, prior to the initial Qualified Public Offering, the Required Warrantholders or, solely in connection with any Company Determination made in contemplation of the exercise (partial or full) pursuant to Section 1.1(b)(ii) of the Series 1 Warrants by one or more Series I Warrantholders, the majority in amount of such exercising Series 1 Warrantholders shall reasonably disagree with any Company Determination made hereunder of the Fair Market Value of the Company and its Subsidiaries or the shares of Common Stock (or other common equity) of the Company or if, at any time in connection with a non-cash Dividend, the Required Warrantholders shall reasonably disagree with Company Determination of the Fair Market Value made hereunder of such non-cash Dividend, the Required Warrantholders or the majority in amount of such exercising Series I Warrantholders, as applicable, may elect to dispute such the Company Determination, by notice to the Company given within 30 days after receipt of the Company’s notice of such Company Determination (an “Appraisal Notice”). Any such dispute shall be resolved as set forth in Section 3.3(b).

(b) The Company shall, as soon as practicable and in any event within 30 days after receipt of an Appraisal Notice given pursuant to Section 3.3(a), engage an independent investment bank or other qualified independent appraisal firm, in each case, selected by a majority in amount of the Series 1 Warrantholders that elected to dispute the applicable the Company Determination and reasonably acceptable to the Company (the “Appraiser”) to make an independent determination of Fair Market Value (the “Appraiser Determination”). The Appraiser Determination shall be final and binding on the Company and all Series 1 Warrantholders, but only in respect of the matter in connection with which the applicable Appraisal Notice was given, and such Appraiser Determination shall not be binding for any other purpose. The costs of conducting the appraisal shall be borne entirely by the Company; provided

that in each case costs separately incurred by the Company and any Series 1 Warrantholders shall be separately borne by them.

ARTICLE IV.

ANTIDILUTION PROVISIONS

SECTION 4.1. Adjustment Generally. The Exercise Price and the number of shares of Common Stock (or other securities or property) issuable upon exercise of this Series 1 Warrant shall be subject to adjustment from time to time upon the occurrence of certain events as provided in this Article IV.

SECTION 4.2. Common Stock Reorganizations and Common Stock Distributions. If the Company shall subdivide or consolidate its outstanding shares of Common Stock (any such event, a “Common Stock Reorganization”) or if the Company shall pay a dividend or make any other distribution upon any common equity of the Company payable in shares of Common Stock (any such event, a “Common Stock Distribution”), then:

(a) the Exercise Price per share of Common Stock shall be adjusted, effective as of the effective date of the applicable Common Stock Reorganization or Common Stock distribution, to a price determined by multiplying the Exercise Price per share of Common Stock in effect immediately prior to such effective date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately before giving effect to the applicable Common Stock Reorganization or Common Stock Distribution and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to the applicable Common Stock Reorganization or Common Stock Distribution; and

(b) the number of shares of Common Stock subject to purchase upon exercise of this Series 1 Warrant shall be adjusted, effective as of the date of the applicable Common Stock Reorganization or Common Stock Distribution, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before the applicable Common Stock Reorganization or Common Stock Dividend by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to the applicable Common Stock Reorganization or Common Stock Dividend and the denominator of which shall be the number of shares of Common Stock outstanding immediately before the applicable Common Stock Reorganization or Common Stock Dividend.

SECTION 4.3. Dividends and Redemptions. If the Company shall pay a dividend or make any other distribution upon any common equity of the Company (other than a dividend or distribution payable in shares of Common Stock) (any such event, a “Dividend”), then the Exercise Price per share of Common Stock shall be reduced by the amount per share of any cash Dividend and the Fair Market Value per share of any non-cash Dividend distributed to the holders of the common equity of the Company. In the event that the Company shall issue or distribute to any holder or holders of shares of Common Stock (or other common equity) any evidences of indebtedness, any other securities of the Company or any cash, property or other assets (excluding a Common Stock Reorganization or a Common Stock Distribution)

accompanied by a purchase, redemption of other acquisition of shares of Common Stock (or other common equity) (any such event, a “Redemption”), the Holder shall be given at least as much notice of such Redemption as any stockholder of the Company and shall be permitted, at its election, to participate in such Redemption on a pro rata basis and with all of the rights respecting such Redemption as any holder of shares of Common Stock (or other common equity) (assuming for all such purposes that the Series I Warrants were fully exercised). Upon receipt of the related issuance or distribution from the Company the number of shares of Common Stock subject to purchase hereunder shall be reduced by the number of shares of Common Stock so treated as being redeemed in exchange therefor, and an appropriate notation shall be made on this Series I Warrant. The provisions of this Section 4.3 shall not apply to Redemptions of Options issued to management of the Company or of shares of Common Stock acquired upon the exercise of such Options. If any such Redemption shall be made, no adjustment to the Exercise Price or the number of shares of Common Stock for which the Series I Warrants shall be exercisable shall be made as a result thereof.

SECTION 4.4. Capital Reorganizations.

(a) Subject to the Stockholders’ Agreement, if there shall be (i) any consolidation or merger to which the Company is a party, other than a consolidation or a merger of which the Company is the surviving entity and which does not result in any reclassification of, or change (other than a Common Stock Reorganization) in, outstanding shares of Common Stock, (ii) any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, (iii) any recapitalization or corporate conversion of the Company, (iv) any reclassification of the capital stock of the Company, (v) any liquidation, dissolution or winding up of the Company or (vi) any event similar to those set forth in (i) through (v) above (any event listed in (i) through (vi) above, a “Capital Reorganization”), then, effective upon the effective date of such Capital Reorganization, the Holder shall no longer have the right to purchase shares of Common Stock, but shall have instead the right to purchase, upon exercise of this Series I Warrant, the kind and amount of securities and property (including cash) that the Holder would have owned or have been entitled to receive pursuant to such Capital Reorganization if this Series I Warrant had been exercised immediately prior to the effective date of such Capital Reorganization. For the avoidance of doubt, a Capital Reorganization shall not include a Common Stock Reorganization, Common Stock Distribution, Dividend or Redemption.

(b) As a condition to effecting any Capital Reorganization, the Company or the successor or surviving entity, as the case may be, shall execute and deliver to each Series I Warrantholder an agreement as to the Series I Warrantholders’ rights in accordance with this Section 4.4, providing, to the extent of any right to purchase equity securities thereunder, for subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The provisions of this Section 4.4 shall similarly apply to successive Capital Reorganizations.

SECTION 4.5. Adjustment Rules.

(a) Any adjustments pursuant to this Article IV shall be made successively whenever an event referred to herein shall occur, except that, except as provided below in this sentence,

notwithstanding any other provision of this Article IV, no adjustment shall be made to the number of shares of Common Stock to be delivered to each Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of shares of Common Stock previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to 1% or more of the number of shares of Common Stock to be so delivered, or upon any earlier date upon which this Series 1 Warrant is exercised in whole or in part and prior to the exercise thereof.

(b) Except as otherwise provided in this Article IV, no adjustment shall be made pursuant to this Article IV in respect of the issuance from time to time of shares of Common Stock.

(c) If the Company shall take a record of the holders of its shares of Common Stock for any purpose referred to in this Article IV, then (i) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV in respect of such action.

SECTION 4.6 Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Article IV, the Company shall take any action that may be necessary, including obtaining regulatory approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock that the holders of Series 1 Warrants are entitled to receive upon exercise thereof.

SECTION 4.7. Notice of Adjustment. Not less than 10 nor more than 30 days prior to the record date or effective date, as the case may be, of any action which requires or might require an adjustment or readjustment pursuant to this Article IV, the Company shall give notice to each Series 1 Warrantholder of such event, describing such event in reasonable detail and specifying the record date or effective date, as the case may be, and, if determinable, the required adjustment and the computation thereof. If the required adjustment is not determinable at the time of such notice, the Company shall give notice to each Series 1 Warrantholder of such adjustment and computation promptly after such adjustment becomes determinable.

ARTICLE V.

CANCELLATION OF WARRANTS

SECTION 5.1. Cancellation upon Series 1 Warrant Redemption. All Series 1 Warrants redeemed or otherwise acquired by the Company shall thereupon be marked canceled and deemed retired.

ARTICLE VI.

DEFINITIONS; INTERPRETATION

As used in this Series 1 Warrant, the following terms have the following meanings:

“Board” means the Board of Directors of the Company.

“Business Day” means any day excluding Saturday, Sunday and any day on which banking institutions located in New York, New York are authorized by law or other governmental action to be closed.

“Exercise Price” means $1,250 per share of Common Stock, subject to adjustment pursuant to Article IV.

“Fair Market Value” as at any date of determination means the fair market value of the business or property or services in question as of such date, as initially determined in good faith by the Board and subject to revision in accordance with Section 3.3. The Fair Market Value of the Company as at any date of determination shall be the Fair Market Value at such date, of the Company and its Subsidiaries as a going concern, or their aggregate liquidation value, whichever is greater. Notwithstanding the foregoing, if, at any date of determination of the Fair Market Value of the Company on or after a sale of shares of Common Stock to the public pursuant to an underwritten public offering under the Securities Act with net proceeds to the Company exceeding $25,000,000 (a “Qualified Public Offering”), the Fair Market Value of the Company on such date shall be the Market Price on such date multiplied by the number of shares of Common Stock then outstanding. Determinations of the Fair Market Value of one or more shares of Common Stock shall be made based upon the amount receivable on account of such shares if the Company (including its Subsidiaries) were valued at the Company’s Fair Market Value (determined as set forth above) and liquidated as at the date of such determination and any securities then convertible into shares of Common Stock were deemed converted prior to such liquidation if it would be in their economic interest to do so (and such Fair Market Value shall not give effect to any discount for (i) minority interest, (ii) any lack of liquidity of any shares of Common Stock, (iii) the voting status of the shares of Common Stock, or (iv) any other factor not applicable to all of the shares of Common Stock as a whole).

“Liquidity Event” shall mean (i) any transaction or series of transactions to which Section 5 (Drag-Along Rights) or Section 6 (Tag-Along Rights) of the Stockholders’ Agreement applies, (ii) any Sale of the Company (as defined in the Stockholders’ Agreement), (iii) any liquidation, dissolution or winding up of the Company or (iv) the expiration or termination of this Series I Warrant.

“Market Price” as at any date of determination means the average of the daily closing prices of a share of Common Stock for the 20 consecutive Business Days ending on the most recent Business Day prior to such date of determination.

“Options” means any rights to subscribe for or to purchase or any warrants or options for the purchase of shares of Common Stock (or other common equity).

“Person” means any natural person, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any government agency or political subdivision thereof.

“Public Sale” means any sale of shares of Common Stock to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 (or any successor provision then in effect) adopted under the Securities Act.

“Required Warrantholders” means the holders of Series 1 Warrants entitling such holders to purchase at least 66%% of the shares of Common Stock subject to purchase upon exercise of all Series I Warrants, in each case exclusive of Series 1 Warrants held by the Company or any affiliate thereof (for the avoidance of doubt, the Investor Stockholders and Thayer Stockholders (in each case, as defined in the Stockholders’ Agreement) shall not be considered to be affiliates of the Company or of each other for purposes of this definition).

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, limited partnership or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person. Unless otherwise specified, the term Subsidiary shall refer to a Subsidiary of the Company.

“Series 1 Warrantholder” means a holder of a Series 1 Warrant.

References in this Series I Warrant to “Articles” or “Sections” shall be to Articles or Sections of this Series 1 Warrant unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation” or an appropriate phrase of the same import. References to any agreement or contract are to such agreement or contract as amended, modified or supplemented from time to time. References to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including,” respectively. References to any statute or act shall include all related current rules and regulations and all amendments and any successor statutes, acts and rules and regulations. In the event an ambiguity or question of intent or interpretation arises, this Series 1 Warrant shall be construed as if drafted jointly by the original Holders and the Company, and no presumption or burden of proof shall arise favoring or disfavoring the Holders or the Company by virtue of the authorship of any of the provisions of this Series 1 Warrant.

ARTICLE VII.

MISCELLANEOUS

SECTION 7.1. Notices. All notices, requests and other communications provided for herein shall be in writing and may be given in person, by mail or courier and shall be effective when received at the address specified in this Section 7.1 or when delivery at such address is refused. Such notices, requests and other communications shall, in the case of Holder, be addressed to its address as shown on the books maintained by the Company, and in the case of the Company, to

Roadrunner Transportation Services Holdings, Inc.

4900 South Pennsylvania Avenue

Cudahy, WI 53110

Phone: 414-615-1648

Fax: 414-486-0093

Attention: Peter Armbruster, Chief Financial Officer

with a copy to:

Thayer / Hidden Creek

1455 Pennsylvania Avenue, N.W.

Suite 350

Washington, DC 20004

Attention: Scott Rued

Phone: 202-371-1050

Fax: 202-371-0391

and with a copy to:

Greenberg Traurig, LLP

2375 E. Camelback Road

Suite 700

Phoenix, AZ 85016

Phone: 602-445-8306

Fax: 602-445-8100

Attention: Bruce E. Macdonough, Esq.

or, in each case, such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party in accordance with this Section 7.1. Any such communication shall be deemed to have been received when actually delivered or refused.

SECTION 7.2. Waivers: Amendments.

(a) No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or

any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No notice or demand on the Company in any case shall entitle the Company to any other or future notice or demand in similar or other circumstances.

(b) The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. Any provision of the Series I Warrants may be amended, modified or waived with (and only with) the written consent of the Company and the Required Warrantholders, so long as all Series I Warrantholders are treated equally. Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 7.2 shall be binding upon each future holder hereof and upon the Company.

SECTION 7.3. Governing Law. This Series 1 Warrant shall be construed in accordance with and governed by the internal laws of the State of New York applicable to contracts executed and to be fully performed in the State of New York.

SECTION 7.4. Transfer; Covenants to Bind Successor and Assigns. All covenants, stipulations, promises and agreements in this Series I Warrant contained by or on behalf of either of the Company or the Holder, as applicable, shall bind its successors and assigns, whether so expressed or not. Subject to the transfer restrictions set forth herein and in the Stockholders’ Agreement, this Series I Warrant shall be transferable and assignable by the Holder hereof in whole or from time to time in part to any other Person and the provisions of this Series 1 Warrant shall be binding upon and inure to the benefit of the Holder hereof and its successors and assigns.

SECTION 7.5. Severability. In case any one or more of the provisions contained in this Series 1 Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.6. Section Headings. The section headings used herein are for convenience of reference only, are not part of this Series I Warrant and are not to affect the construction of or be taken into consideration in interpreting this Series I Warrant.

SECTION 7.7. Tax Basis. The Company agrees that, for U.S. federal income tax purposes, the aggregate issue price for all of the Series 1 Warrants issued pursuant to the Securities Purchase Agreement shall be as determined under the Securities Purchase Agreement. The Company shall not voluntarily take any action inconsistent with this Section 7.7.

SECTION 7.8. Registration Rights. The Holder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Series I Warrant pursuant to the Stockholders’ Agreement, and the registration rights with respect to the shares of Common Stock issuable upon the exercise of this Series 1 Warrant by

any subsequent Holder may be assigned in accordance with the terms and provisions of such agreement.

SECTION 7.9. Reservation of Common Stock. At all times that this Series I Warrant is outstanding, the Company shall reserve sufficient shares of Common Stock for issuance upon exercise thereof.

SECTION 7.10.SUBMISSION TO JURISDICTION: SERVICE OF PROCESS. EACH OF THE COMPANY AND THE HOLDER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY HEREBY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.1. NOTHING CONTAINED HEREIN WILL AFFECT THE RIGHT OF ANY PERSON TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 7.11. WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[The following page is the signature page.]

IN WITNESS WHEREOF, the Company has caused this Series 1 Warrant to be executed by one of its officers, thereunto duly authorized, as of the day and year first above written.

		ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.


	By:	/s/ Judy Vijums
	Name:	Judy Vijums
	Title:

[Signature Page to Series 1 Warrant]

The following forms (or any other form from which the intended purpose is reasonably apparent) may be used in connection with an exercise, assignment or partial assignment of this Series I Warrant

EXERCISE FORM

SERIES 1 WARRANT

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

The undersigned , pursuant to the provisions of the accompanying Series 1 Warrant, hereby elects to purchase shares of Common Stock of ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC. covered by the accompanying Series I Warrant.

Dated:			Signature

			Address

The undersigned intends that payment of the Exercise Price shall be made as (check one):

Cash Exercise [Section 1.1(b)(i)]

Cashless Exercise [Section 1.1(b)(ii)]

If the Holder has elected a cash exercise, the Holder shall pay the sum of $ by cash, certified or bank cashier’s check or wire transfer to the Company in accordance with the terms of the Series I Warrant.

If the Holder has elected a cashless exercise, a certificate shall be issued to the Holder for the number of shares of Common Stock equal to (x) the number of shares of Common Stock as to which this Series 1 Warrant is being exercised minus (y) the number of shares of Common Stock having a Fair Market Value equal to the product of (1) the Exercise Price times (2) the number of shares of Common Stock as to which this Series I Warrant is being exercised

ASSIGNMENT

FOR VALUE RECEIVED, hereby sells, assigns and transfers unto the accompanying Series I Warrant and all rights evidenced thereby and does irrevocably constitute and appoint , attorney-in-fact, to transfer said Series 1 Warrant on the books of the Company.

Dated:			Signature

			Address

PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, hereby sells, assigns and transfers unto the right to purchase shares of Common Stock evidenced by the accompanying Series I Warrant together with all rights therein, and does irrevocably constitute and appoint , attorney-in-fact, to transfer that part of said Series 1 Warrant on the books of the Company.

Dated:			Signature

			Address

FOR USE BY THE COMPANY ONLY:

This Series I Warrant No. canceled (or transferred or exchanged) this day of , shares of Common Stock issued therefor in the name of , Series 1 Warrant No. issued for shares of Common Stock in
the name of .

EX-99.D 5 a11-13055_1ex99dd.htm EX-99.D

Exhibit D

ROADRUNNER DAWES, INC.

SECOND AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT

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”).

Recitals

A. Thayer, COPS, COPS II, RGIP, Eos, Eos II, ACAS, American Capital and Roadrunner Dawes Co-Invest (collectively the “Existing Roadrunner Dawes Stockholders”), the holders of an aggregate 1,892 shares of the Company’s Class B Common Stock (as hereinafter defined) and 80,658 shares of the Company’s Class A Common Stock (as hereinafter defined), together with the Company, are parties to that certain Amended and Restated Stockholders’ Agreement dated as of June 6, 2005 (as amended, the “Existing Roadrunner Dawes Stockholders’ Agreement”).

B. The Company and Thayer are also parties to various Subscription and Stockholders’ Agreements with the holders of an aggregate of approximately 1,865 shares of the Company’s Class A Common Stock.

C. Pursuant to that certain Agreement and Plan of Merger, dated as of March , 2007 (the “Merger Agreement”), among the Company, Sargent Transportation, LLC (“Acquisition Sub”), and Sargent Transportation Group, Inc., a Delaware corporation (“Sargent”), (i) Sargent will be merged with and into Acquisition Sub (the “Merger”), and (ii) Thayer, Sargent Co-Invest and K&E (collectively the “Existing Sargent Stockholders”) will receive an aggregate of 16,904.5 newly issued shares of the Company’s Class A Common Stock.

D. The Existing Sargent Stockholders, together with Sargent, are parties to (i) that certain Stockholders Agreement, dated as of October 4, 2006 (the “Sargent Stockholders Agreement”), and (ii) that certain Registration Rights Agreement, dated as of October 4, 2006 (the “Sargent Registration Rights Agreement”).

E. The parties hereto desire that, upon the effectiveness of the Merger, (i) the Sargent Stockholders Agreement and the Sargent Registration Rights Agreement be terminated, (ii) the Existing Stockholders join and become bound by this Agreement, and (iii) the Existing Roadrunner Dawes Stockholders’ Agreement be amended and restated to read in its entirety as set forth herein.

F. The Existing Roadrunner Dawes Stockholders not Affiliated with Thayer also desire to evidence their approval of the Merger pursuant to Section 9 of the Existing Roadrunner Dawes Stockholders’ Agreement.

G. Schedule 1 hereto sets forth the outstanding capital stock of the Company immediately after the Merger.

H. The directors of the Company, having considered the provisions of this Agreement, have resolved that, in their opinion, the restrictions upon the transfer of the Shares, and the establishment of rights and obligations upon the occurrence of certain events, all as hereinafter set forth, are in the best interest of the Company and its stockholders.

Agreement

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereto agree that effective upon the consummation of the Merger, the Existing Roadrunner Dawes Stockholders’ Agreement is amended and restated in its entirety to read as follows:

1. Interpretation of this Agreement.

(a) Terms Defined. As used in this Agreement, the following terms when used in this Agreement have the meanings set forth below:

“10% Holder” shall have the meaning given it in Section 9 of this Agreement.

“ACAS” shall have the meaning given to it in the first sentence of this Agreement.

“ACAS Representative” shall have the meaning given to it in Section 2(d) of this Agreement.

“ACAS Stockholder” means each of ACAS and American Capital and shall include any transferees of Shares held by ACAS or American Capital other than the Company, Thayer or its Affiliates, Sankaty or its Affiliates and Eos and its Affiliates (collectively the “ACAS Stockholders”).

“Acquisition Sub” shall have the meaning given to it in the recitals to this Agreement.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer of beneficial owner of ten percent (10%) or more of the equity of a Person shall for the purposes of this Agreement, be deemed to control the other Person; provided, however, that except with respect to Section 9, a portfolio company or portfolio investment owned by an Investor Stockholder, Thayer or any of their respective affiliates shall not be deemed an “Affiliate” of such Investor Stockholder, Thayer or any of their respective affiliates for purposes of this Agreement.

“Agreement” means this Amended and Restated Stockholders’ Agreement, as amended, modified or supplemented from time to time.

“American Capital” shall have the meaning given to it in the first sentence of this Agreement.

“Applicable Percentage” shall mean the fraction (expressed as a percentage), the numerator of which is the aggregate number of shares of Common Stock owned by each Investor Stockholder and the denominator of which is the aggregate number of shares of Common Stock owned by the Investor Stockholders, the Thayer Stockholders, and all other Persons subject to an agreement that provides such Persons with “tag along” rights comparable to those set forth in Section 6 hereof.

“Authorization Period” shall have the meaning given to it in Section 3(b) of this Agreement.

“Board” means the Board of Directors of the Company.

“Buyer” shall have the meaning given to it in Section 5(a) of this Agreement.

“Class A Common Stock” means the Company’s voting class A common stock, par value $0.01 per share.

“Class B Common Stock” means the Company’s non-voting class B common stock, par value $0.01 per share.

“Common Stock” means the Class A Common Stock and the Class B Common Stock.

“Company” shall have the meaning given to it in the first sentence of this Agreement.

“Company Information” means Confidential Information and Trade Secrets.

“Confidential Information” means confidential data and confidential information relating to the business of the Company or any of its Subsidiaries (which does not rise to the status of a Trade Secret under applicable law) which is or has been disclosed to the Investor Stockholders or of which the Investor Stockholders became aware in connection with or as a consequence of their investment in the Company and which has value to the Company. Confidential Information shall not include any data or information that (i) is or becomes generally available to the public through no act or omission of the Investor Stockholders, (ii) is obtained by the Investor Stockholders in good faith from a third party who discloses such information to the Investor Stockholders on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed, or (iii) is independently developed by the Investor Stockholders without use of Confidential Information or Trade Secrets.

“COPS” and “COPS II” shall have the meaning given to them in the first sentence of this Agreement.

“Demand Registration” shall have the meaning given to it in Section 8(a) of this Agreement.

“Drag-Along Notice” shall have the meaning given to it in Section 5(b) of this Agreement.

“Eligible Employee Issuance” means an issuance of options to acquire common stock of the Company pursuant to any equity incentive plan or plans approved by the Board up to an aggregate number of shares equal to 18% of the Company’s fully diluted share ownership as of the date hereof.

“Eos” and “Eos II” shall have the meaning given to them in the first sentence of this Agreement.

“Eos Representatives” shall have the meaning given to it in Section 2(d) of this Agreement.

“Eos Stockholder” means each of Eos and Eos II (collectively the “Eos Stockholders”) and shall include any transferees of Shares held by the Eos Stockholders other than the Company, Thayer or its Affiliates, Sankaty or its Affiliates and ACAS and its Affiliates.

“Exempt Issuance” means an issuance of New Stock or New Securities by the Company:

(i) as a pro rata stock dividend or other distribution in respect of, or upon any subdivision or combination of, the Company’s capital stock as a result of which there is no change in the relative ownership interest or rights of the holders of the Company’s capital stock;

(ii) to any employee of the Company or one of its Subsidiaries pursuant to an Eligible Employee Issuance or an additional 5% of the Company’s fully diluted share ownership as of the date hereof for sale to employees;

(iii) in connection with any transfer to the public pursuant to a Qualified Public Offering;

(iv) in connection with the acquisition by the Company or any of its Subsidiaries of any Person or business approved by the Board; and

(v) in connection with equipment or debt financing or leases (including securities issued in consideration of guarantees of such financing or such leases), not to exceed 5% in the aggregate of the outstanding capital stock of the Company as of the date hereof.

“Exempt Transfers” shall have the meaning given to it in Section 3(a) of this Agreement.

“Existing Roadrunner Dawes Stockholders’ Agreement” shall have the meaning given to it in the recitals to this Agreement.

“Existing Roadrunner Dawes Stockholders” shall have the meaning given to it in the recitals to this Agreement.

“Existing Sargent Stockholders” shall have the meaning given to it in the recitals to this Agreement.

“Independent Third Party” means any Person who, prior to the occurrence of a Liquidity Event, does not own in excess of 5% of the Company’s Common Stock on a fully diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Company’s Common Stock and who is not the spouse, ancestor or descendant (by birth or adoption) of any such 5% owner of the Company’s Common Stock.

“Investor Stockholders” means the ACAS Stockholders, the Eos Stockholders, the Sankaty Stockholders and K&E, and each individually an “Investor Stockholder.”

“K&E” shall have the meaning given to it in the first sentence of this Agreement.

“Liquidity Event” means any one or more of the following events: (a) any voluntary or involuntary liquidation, dissolution or winding up of the Company, other than any dissolution or winding up in connection with any reincorporation of the Company in another jurisdiction, or (b) the Sale of the Company.

“Management Agreement” shall mean the Amended and Restated Management and Consulting Agreement, dated on or about the date hereof, among Thayer Capital Management, L.P., Eos Management, Inc., and the Company’s operating Subsidiaries, in the form attached as Exhibit E to the Merger Agreement, as amended, modified or supplemented from time to time.

“Merger Agreement” shall have the meaning given to it in the recitals to this Agreement.

“Merger” shall have the meaning given to it in the recitals to this Agreement.

“New Securities” shall have the meaning given to it in Section 7(a) of this Agreement.

“New Stock” shall have the meaning given to it in Section 7(a) of this Agreement.

“Notice of Transfer” shall have the meaning given to it in Section 6(b) of this Agreement.

“Other Stockholders” means any holder of Common Stock other than the Thayer Stockholders or the Investor Stockholders.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Preemptive Rights Notice” shall have the meaning given to it in Section 7(a) of this Agreement.

“Qualified Public Offering” means the underwritten public sale of Common Stock pursuant to a registration statement that has become effective under the Securities Act, the net proceeds of which sale to the Company are at least $25 million.

“Registration Expenses” shall have the meaning given to it in Section 8(f) of this Agreement.

“Restricted Affiliate” shall have the meaning given to it in Section 9 of this Agreement.

“RGIP” shall have the meaning given to it in the first sentence of this Agreement.

“Roadrunner Dawes Co-Invest” shall have the meaning given to it in the first sentence of this Agreement.

“Sale Notice” shall have the meaning given to it in Section 3(b) of this Agreement.

“Sale of the Company” shall mean (a) the sale of all, or substantially all, of the Company’s consolidated assets in any single transaction or series of related transactions to an Independent Third Party or a group of affiliated Independent Third Parties; (b) the sale or issuance, or series of related sales or issuances, of Common Stock possessing the ordinary voting power (on a fully diluted basis) to elect a majority of the Board to an Independent Third Party or a group of affiliated Independent Third Parties; (c) the consummation of a Qualified Public Offering; or (d) any merger or consolidation of the Company with or into another corporation or other business entity (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation the holders of the Company’s voting securities (on a fully diluted basis) immediately prior to the merger or consolidation own voting securities of the surviving or resulting corporation or other business entity representing less than a majority of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully diluted basis).

“Sankaty Stockholder” means each of COPS, COPS II and RGIP (collectively the “Sankaty Stockholders”) and shall include any transferees of Shares held by the Sankaty Stockholders other than the Company, Thayer or its Affiliates, Eos or its Affiliates and ACAS or its Affiliates.

“Sargent” shall have the meaning given to it in the recitals to this Agreement.

“Sargent Co-Invest” shall have the meaning given to it in the first sentence of this Agreement.

“Sargent Registration Rights Agreement” shall have the meaning given to it in the recitals to this Agreement.

“Sargent Stockholders Agreement” shall have the meaning given to it in the recitals to this Agreement.

“SEC” shall have the meaning given to it in Section 8(c) of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” shall mean all shares of Common Stock, and all securities exercisable for, convertible into or exchangeable for Common Stock. For purposes of this Agreement: (i) each Person shall be deemed to own or control that number of shares of Common Stock then directly or indirectly owned or controlled by such Person, plus that number of shares of Common Stock into or for which any securities then directly or indirectly owned or controlled by such Person are then, directly or indirectly,

convertible, exercisable or exchangeable; and (ii) references in this Agreement to “shares” other than Common Stock shall be deemed to refer to the number of shares of Common Stock into or for which any securities then directly or indirectly owned or controlled by the applicable Person are then, directly or indirectly, convertible, exercisable or exchangeable. Except as expressly provided herein, all Shares will continue to be Shares in the hands of any transferee of any Person, other than (x) the Company, (y) Thayer and/or any of its Affiliates, and (z) purchasers pursuant to an offering registered with the Securities and Exchange Commission pursuant to the Securities Act or purchasers pursuant to a public sale through a market-maker, broker or dealer under Rule 144 (or any successor rule) promulgated under the Securities Act.

“Subsidiary” when used with respect to any Person means any other Person, whether incorporated or unincorporated, of which (a) more than 50% of the securities or other ownership interests or (b) securities or other interests having by their terms ordinary voting power to elect more than 50% of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly owned or controlled by such Person or by any one or more of its Subsidiaries; provided, however, except with respect to Section 9, that a portfolio company or portfolio investment owned by an Investor Stockholder, Thayer or any of their respective affiliates shall not be deemed a “Subsidiary” of such Investor Stockholder, Thayer or any of their respective affiliates for purposes of this Agreement.

“Thayer” shall have the meaning given to it in the first sentence of this Agreement.

“Thayer Stockholder” means each of Thayer, Roadrunner Co-Invest and Sargent Co-Invest (collectively the “Thayer Stockholders”) and shall include any transferee of Shares held by the Thayer Stockholders which is an Affiliate of Thayer.

“Trade Secrets” means information of the Company and its Subsidiaries including, but not limited to, technical or nontechnical data, formulae, methods, programs, financial data, financial plans, product or service plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

“Transferring Stockholder” shall have the meaning given to it in Section 3(b) of this Agreement.

“Transfer Shares” shall have the meaning given to it in Section 3(b) of this Agreement.

“Wholly-Owned Subsidiary” means any Subsidiary in which (other than directors’ qualifying shares required by law) one hundred percent (100%) of equity securities, at the time as of which any determination is being made, is owned, beneficially and of record, by the Company, or by one or more of the other Wholly-Owned Subsidiaries, or both.

(b) Interpretation. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.

2. Information Rights.

(a) Information Rights. As long as (i) COPS and COPS II, (ii) Eos and Eos II, or (iii) ACAS and American Capital own at least 20% of the aggregate number of Shares held by such Investor Stockholders as of the date hereof, such Investor Stockholders shall (as applicable) severally be entitled to receive, and the Company shall deliver to such Investor Stockholder, at the times specified, the following reports:

(i) as soon as available, and in any event within thirty (30) days after the end of each month, commencing July 2007, a consolidated balance sheet for the Company as of the end of such month and the related consolidated statements of income for the month and year to date;

(ii) as soon as practicable, but in any event within sixty (60) days after the end of each of the first three (3) quarters of each fiscal year of the Company, (x) an unaudited consolidated profit or loss statement for such fiscal quarter, a consolidated unaudited balance sheet as of the end of such fiscal quarter, and an unaudited statement of consolidated cash flows for such quarter, and (y) if otherwise prepared for any purpose, a management’s discussion and analysis of the Company’s results of operations for such quarter.

(iii) as soon as available, but not later than one hundred and five (105) days after the end of such fiscal year, a consolidated balance sheet of the Company as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with U.S. generally accepted accounting principles and audited by a recognized firm of independent public accountants selected by the Board;

(iv) promptly upon sending, making available or mailing the same, all press releases, reports and financial statements that the Company sends or makes available generally to its stockholders and/or creditors;

(v) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that are likely to materially adversely affect the Company;

(vi) promptly after receipt thereof, notice of all “Events of Default” under the Company’s senior and/or subordinated loan agreements;

(vii) as soon as available and in any event no later than thirty (30) days after the last day of each fiscal year of the Company, projections of the Company’s (and its Subsidiaries’) consolidated financial performance for the then current fiscal year on a month by month basis; and

(viii) promptly, from time to time, such other material information regarding the business, prospects, financial condition, operations, property or affairs of the Company and its Subsidiaries as such Investor Stockholder reasonably may request.

Each Investor Stockholder which qualifies as a “Venture Capital Operating Company” shall have the right to consult with and advise Thayer and, subject to the approval of Thayer (which approval shall not be unreasonably withheld) the other management of the Company and its Subsidiaries, upon reasonable notice at any time and from time to time, on all matters relating to the operation of the Company and its Subsidiaries.

(b) Confidentiality. Except as required by applicable law (including regulations promulgated thereunder) or court order, the Investor Stockholders (i) will receive and hold all Company Information in strictest confidence, (ii) will use reasonable care to protect the Company Information from improper disclosure, and (iii) will not, directly or indirectly, use or disclose any Company Information except in the interest of and for the benefit of the Company. The provisions of this Section 2(b)(ii) shall survive the termination of this Agreement (x) for a period of 18 months with respect to Confidential Information, and (y) with respect to Trade Secrets, for so long as any such information qualifies as a Trade Secret under applicable law.

(i) The obligations of the Company to furnish information to the Investor Stockholders pursuant to Section 2(a), shall terminate upon the earlier to occur of (x) a Qualified Public Offering, or (y) such time as the Company otherwise becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

(ii) The obligations of Thayer, the Investor Stockholders and the Company pursuant to Section 2(d) shall terminate upon the occurrence of a Qualified Public Offering.

(d) Voting for Directors.

(i) Thayer and the Investor Stockholders hereby covenant and agree to vote all of their shares of Common Stock or consent in writing to elect to the Board (x) such designees of Thayer as Thayer may from time to time designate, and; (y) so long as Eos and Eos II continue to own at least 20% of the Shares held by Eos and Eos II as of the date hereof, two designees of Eos (the “Eos Representatives”), who initially shall be Sam Levine and Brian Young. Thayer and Eos shall be entitled to designate their respective successor directors designated pursuant to clauses (x) and (y) above. Thayer and the Investor Stockholders shall not vote their shares of Common Stock to remove any director unless removal is required by the party or parties with the power to designate such director and shall vote their shares of Common Stock to fill any vacancy created by such removal for the election of a new director designated and approved in accordance with the immediately preceding sentence.

(ii) As long as ACAS and American Capital continue to own at least 20% of the Shares held by ACAS and American Capital as of the date hereof, Thayer agrees to designate Jon Isaacson or another representative of ACAS reasonably acceptable to Thayer (the “ACAS Representative”) to be elected to the Board provided that (subject to the following sentence) Thayer may (at any time and from time to time) remove the ACAS Representative from the Board in its sole discretion. Notwithstanding the foregoing, in the event that the ACAS Representative is not elected as a member of the Board, the ACAS Representative shall be permitted to attend all Board meetings as an observer.

(iii) The Company shall reimburse the Eos Representatives and the ACAS Representative for the customary and reasonable expenses of attending meetings of the Board (including any committee meetings), whether as a member of the Board or as an observer hereunder. The Company shall provide to the Eos Representatives and ACAS Representative prior written notice of every meeting of its Board (and any committee meeting thereof) at the same time and in the same manner as notice is given to the other directors of the Company. The Company shall provide to the Eos Representatives and the ACAS Representative copies of all written materials and other information given to the other directors of the Company in connection with such meetings or otherwise (including, without limitation, all resolutions proposed to be adopted by written consent in lieu of a meeting of the Board and all information provided to the other directors of the Company in connection therewith) at the same time such materials or information is given to the other directors.

(iv) The Board may, from time to time, establish and maintain certain committees. To the extent permitted by applicable law, the Board shall permit the ACAS Representative and the Eos Representatives to attend as observers all meetings of each committee formed by the Board.

3. Restrictions on Transfer.

(a) Transfer of Shares. The Investor Stockholders will not sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in or any beneficial interest in any Shares except pursuant to the provisions of Section 3(c), Section 5 or Section 6 of this Agreement (“Exempt Transfers”) or pursuant to the provisions of Section 3(b) hereof; provided that the foregoing shall not preclude the pledge by the Investor Stockholders of any Shares to their lenders in the ordinary course of business.

(b) First Refusal Rights. At least 30 days prior to making any transfer other than an Exempt Transfer or a transfer after the consummation of a Liquidity Event, any Investor Stockholder wishing to transfer any shares of Common Stock it holds (the “Transferring Stockholder” and the shares of Common Stock the “Transfer Shares”) will deliver a written notice (the “Sale Notice”) to the Company, Thayer and the other Investor Stockholders. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. Thayer and any other Investor Stockholder may elect to purchase all (but not less than all) of the Transfer Shares upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such

election to the Transferring Stockholder within 30 days after the receipt of the Sale Notice. To the extent that multiple parties wish to purchase the Transfer Shares, such parties shall be allocated the Transfer Shares on a pro rata basis relative to the number of shares of Common Stock they hold at the time of purchase. To the extent that Thayer and the Investor Stockholders have not elected to purchase all of the Transfer Shares, the Company may elect to purchase all (but not less than all) of the Transfer Shares upon the same terms and conditions as those set forth in the Sale Notice, by delivering a written notice of such election to the Transferring Stockholder within 30 days after the receipt of the Sale Notice. Any Person who has the right to acquire Transfer Shares pursuant to this Section 3(b) will be given up to 30 days (after it has been determined that such Person has such right) to consummate the purchase and sale of the Transfer Shares (the “Authorization Period”). If Thayer, the other Investor Stockholders and the Company have not elected to purchase, in the aggregate, all of the Transfer Shares specified in the Sale Notice, the Transferring Stockholder may transfer the Transfer Shares specified in the Sale Notice to the transferee identified in the Sale Notice, at a price and on terms substantially similar to the transferee(s) thereof (provided that a purchase price that is at least 97.5% of the price at which the Transfer Shares were offered in the Sales Notice shall be deemed to be substantially similar), in the Sale Notice during the 90-day period immediately following the Authorization Period; provided, that the transferee(s) thereof agree in writing to be bound by the provisions of this Agreement. Any Transfer Shares not transferred within such 90-day period will be subject to the provisions of this Section 3(b) upon subsequent transfer.

(c) Certain Permitted Transfers. The restrictions contained in Section 3 will not apply with respect to transfers of Shares to (x) an Affiliate of the transferring Investor Stockholder, (y) upon the pro rata distribution of all Shares owned by an Investor Stockholder to its owners, the limited, special and general partners or members of such Investor Stockholder, or (z) a fund managed by any of (i) the transferring Investor Stockholder, (ii) an Affiliate of the transferring Investor Stockholder, or (iii) a fund advised by an affiliated advisor of the transferring Investor Stockholder; provided that in each such case the transferee of such Shares has agreed in writing to be bound by the provisions of this Agreement relating to the Shares.

(d) Termination of Restrictions. The restrictions on the transfer of Shares set forth in Section 3(a) and Section 3(b) will continue with respect to all Shares until the consummation of a Liquidity Event.

4. Additional Restrictions on Transfer.

(a) Legend. Until a Liquidity Event has occurred, the certificates representing the Common Stock held by the holders of the Shares will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, DATED AS OF MARCH , 2007, AS AMENDED, MODIFIED, OR OTHERWISE SUPPLEMENTED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

(b) Opinion of Counsel. No holder of Shares may sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any Shares (except pursuant to (i) an effective registration statement under the Securities Act or (ii) a transfer pursuant to Section 5 or 6 hereof) without first delivering to the Company, if reasonably requested by the Company, an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection therewith.

5. Drag-Along Rights.

(a) If, at any time following the date hereof Thayer shall enter into an agreement to sell, in a single transaction or a series of transactions, all the Common Stock at that time owned by Thayer to any Independent Third Party (the “Buyer”), or the Company enters into an agreement with respect to, a Sale of the Company, then Thayer may require each holder of Shares to vote in favor of such agreement and/or sell all of the Shares owned by such holder to the Buyer contemporaneously with the sale by Thayer for the same form and amount of consideration per share as is applicable to the Common Stock to be sold by Thayer; provided that no additional consideration shall be provided to Thayer other than those amounts pursuant to the Management Agreement. Without limitation as to the foregoing, the holders of Shares shall consent to and raise no objections against such transaction. If such transaction is structured as a merger or consolidation, each such holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation to the fullest extent permitted by law.

(b) If Thayer wishes to exercise the right granted pursuant to Section 5(a), then Thayer must give written notice to such effect to the Investor Stockholders (a “Drag-Along Notice”) not less than 20 nor more than 60 days prior to the date upon which the applicable transaction is scheduled to close. Each Drag-Along Notice shall (i) specify in reasonable detail all of the terms and conditions upon which such transaction is to occur (including a description of all consideration payable in connection with the transaction) and (ii) make explicit reference to this Section 5 and state that each of the holders of Shares is obligated to vote in favor of and/or sell its, his or her Shares pursuant to such transaction. Thayer and the Company shall provide to each holder of Shares copies of all material documentation relating to the proposed sale as such holder may from time to time reasonably request.

(c) If Thayer exercises the right granted pursuant to Section 5(a), subject to compliance with the other applicable terms of this Agreement, each holder of Shares shall promptly take such actions and shall promptly execute such documents and instruments as shall be necessary and desirable to consummate the proposed transaction.

(d) If applicable, at the closing of any such transaction, each holder of Shares shall deliver a certificate or certificates, registered in such holder’s name, properly endorsed and with all required transfer stamps, if any, representing the Shares being sold by such holder against delivery of the applicable consideration from the Buyer.

(e) Each holder of Shares will bear its, his or her pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Shares or other transaction pursuant to this Section 5 to the extent that such costs are incurred for the benefit of substantially all of the Company’s stockholders and are not otherwise paid by the Company or the acquiring party. No Investor Stockholder shall be obligated to pay more than his or its pro rata amount of such costs (based on the proportion of the aggregate transaction consideration received). Costs incurred by the Investor Stockholders and the other holders of Shares (if any) on their own behalf will not be considered costs of the transaction under this Agreement.

(f) In the event that the Investor Stockholders are required to provide any representations, warranties or indemnities in connection with a Sale of the Company (other than representations, warranties and indemnities on a several basis concerning each Investor Stockholder’s valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each Investor Stockholder’s authority, power, and right to enter into and consummate agreements relating to such Sale of the Company without violating applicable law or any other agreement), then each Investor Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and, in any case, such liability shall not exceed the total purchase price received by such Investor Stockholder (net of broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Investor Stockholder.

(g) If any Stockholder is given an option as to the form and amount of consideration to be received with respect to Shares, all holders of Shares of such class will be given the same option.

(h) The provisions of this Section 5 will terminate upon the completion of a Qualified Public Offering.

6. Tag Rights.

(a) If any Thayer Stockholder at any time proposes to sell or otherwise directly or indirectly transfer any Shares at that time owned by such Thayer Stockholder then, as a condition precedent thereto, such Thayer Stockholder shall afford the Investor Stockholders the right to participate in such transfer in accordance with this Section 6.

(b) Each Thayer Stockholder shall give written notice to the Investor Stockholders (a “Notice of Transfer”) not less than 45 nor more than 60 days prior to any proposed transfer of any such Shares. Each such Notice of Transfer shall:

(i) specify in reasonable detail (A) the number of Shares the Thayer Stockholder proposes to transfer, (B) the identity of the proposed transferee or transferees of such Shares, (C) the time within which, the price per share at which and all other terms and conditions upon which the Thayer Stockholder proposes to transfer such Shares, (including a description of all consideration payable in connection with the transfer) and (D) the percentage of the Shares then owned by the Thayer Stockholder which such Thayer Stockholder proposes to transfer to such proposed transferee or transferees;

(ii) make explicit reference to this Section 6 and state that the right of the Investor Stockholders to participate in such transfer under this Section 6 shall expire unless exercised within 20 days after receipt of such Notice of Transfer; and

(iii) contain an irrevocable offer by the Thayer Stockholder to the Investor Stockholders to participate in the proposed transfer to the extent provided in Section 6(c) below.

(c) The Investor Stockholders shall each have the right to transfer to the proposed transferee or transferees that number of Shares which is equal to the Applicable Percentage (or, if any Investor Stockholder shall elect, any lesser percentage) of the number of Shares the Thayer Stockholder proposed to transfer, at the same price per share and on the same terms and conditions as are applicable to the proposed transfer by the Thayer Stockholder (and, if and to the extent any Investor Stockholder shall exercise such right, then the Common Stock to be transferred by the Thayer Stockholder shall be correspondingly reduced); provided, that, notwithstanding anything to the contrary herein, the Investor Stockholders shall be obligated to indemnify the proposed transferee or transferees upon the same terms and conditions as are applicable to the indemnification given by the Thayer Stockholder in connection with such proposed transfer subject to the limitations set forth in Section 5(f).

(d) Each Investor Stockholder must notify the transferring Thayer Stockholder of any acceptances under this Section 6(d) within 20 days after receipt of the Notice of Transfer if such Investor Stockholder desires to accept such offer and to transfer any of its Shares in accordance with this Section 6. The failure of any Investor Stockholder to provide such notice within such 20 day period shall, for the purposes of this Section 6, be deemed to constitute an irrevocable waiver by that Investor Stockholder of its individual right to transfer any of its Shares in connection with the proposed transfer described in such Notice of Transfer. The transferring Thayer Stockholder shall use all commercially reasonable efforts to obtain the agreement of the prospective transferee or transferees to the participation of the Investor Stockholders, if the Investor Stockholders properly elect to participate in such proposed transfer, and Thayer shall not consummate any such proposed transfer unless the Investor Stockholders are permitted to participate in accordance with the provisions of this Section 6. The Investor Stockholders shall not be obligated to transfer any Shares pursuant to this Section 6, except to the extent that the Investor Stockholders have notified the applicable Person of the Investor Stockholders’ acceptance of the offer contained in the Notice of Transfer. Any and all transfers of Shares by the Investor Stockholders

pursuant to this Section 6 shall be subject to, and made concurrently with, the actual transfer of Common Stock by the Thayer Stockholder.

(e) Subject to the consummation of the transfer contemplated by the Notice of Transfer, the Investor Stockholders shall take such actions and shall execute such documents and instruments as shall be reasonably necessary (and not adverse in any material respect to its interests) to consummate the proposed sale as expeditiously as is reasonably prudent.

(f) At the closing of any such transfer, the Investor Stockholders shall deliver a certificate or certificates, registered in the Investor Stockholders’ name, properly endorsed and with all required transfer stamps, if any, representing the securities being sold by the Investor Stockholders against delivery of the applicable consideration by the proposed transferee.

(g) Notwithstanding anything to the contrary contained in this Section 6, the Investor Stockholders shall not have any rights pursuant to this Section 6 to participate in any transfer by any Thayer Stockholder to any Affiliated fund of Thayer, and/or any employees or directors of Thayer or of any such Affiliate.

(h) The Notice of Transfer contemplated by this Section 6 and the Drag-Along Notice contemplated by Section 5(b) may be combined in a single notice.

(i) If any Stockholder is given an option as to the form and amount of consideration to be received with respect to Shares, all holders of Shares of such class will be given the same option.

(j) The provisions of this Section 6 will terminate upon the completion of a Qualified Public Offering.

7. Preemptive Rights.

(a) If at any time while an Investor Stockholder holds Shares, the Company proposes to issue, sell or grant (other than pursuant to an Exempt Issuance) any shares of Common Stock, preferred stock or other equity securities, whether now or hereafter authorized (“New Stock”), or proposes to issue, sell or grant (other than pursuant to an Exempt Issuance) any securities or instruments convertible into, exchangeable or exercisable for New Stock or any options or rights to purchase any such securities or instruments (“New Securities”), then not less than 30 days nor more than 60 days prior to consummating such transaction, the Company shall give notice thereof to the Thayer Stockholders and the Investor Stockholders (a “Preemptive Rights Notice”). Each such Preemptive Rights Notice shall:

(i) specify in reasonable detail (A) the number and type of New Stock and/or New Securities which the Company proposes to issue or sell, and (B) the time within which, the price per share at which and all other material terms and conditions upon which the Company proposes to issue or sell such securities; and

(ii) make explicit reference to this Section 7 and state that the right of the Thayer Stockholders and the Investor Stockholders to purchase any of such securities pursuant to this Section 7 shall expire unless exercised within 20 days after receipt of such Preemptive Rights Notice.

(b) Each Thayer Stockholder and Investor Stockholder shall have the right, in the nature of a preemptive right, to purchase that amount of such New Stock or New Securities, on the same terms and conditions as shall be applicable to the issue or sale of such New Stock or New Securities, as will enable each Thayer Stockholder and Investor Stockholder to maintain its fully diluted percentage ownership of securities of the Company following such issuance or sale at the level held by it immediately prior to such issuance or sale. Each Thayer Stockholder and Investor Stockholder may purchase the total amount of New Stock or New Securities to which it is entitled or any lesser amount as that Thayer Stockholder or Investor Stockholder may elect.

(c) Each Thayer Stockholder and Investor Stockholder must notify the Company within 20 days after receipt of the Preemptive Rights Notice if such Thayer Stockholder or Investor Stockholder desires to exercise its purchase rights under this Section 7. The failure of such Thayer Stockholder or Investor Stockholder to provide such notice within such 20-day period shall, for purposes of this Section 7, be deemed to constitute an irrevocable waiver by that Thayer Stockholder or Investor Stockholder of its right to purchase any portion of the New Stock and/or New Securities specified in such Preemptive Rights Notice. The Company will not consummate any such proposed issue or sale unless the Thayer Stockholders and the Investor Stockholders electing to exercise their purchase rights under this Section 7 are permitted to purchase the securities they are entitled to pursuant to this Section 7. The Thayer Stockholders and the Investor Stockholders shall not be obligated to purchase any securities pursuant to this Section 7, except to the extent that any Thayer Stockholder or Investor Stockholder has notified the Company of the Investor Stockholder’s exercise of the preemptive rights granted in this Section 7.

(d) The provisions of this Section 7 will terminate upon the completion of a Qualified Public Offering.

8. Registration Rights.

(a) Registration Request. At any time that the Shares are eligible to be registered by the filing of a Form S-3 registration statement under the Securities Act (or any successor form thereto), Thayer, the Eos Stockholders (as a group), the ACAS Stockholders (as a group) or the Sankaty Stockholders (as a group) may request registration under the Securities Act of all or any portion of their Shares (provided the amount of their Shares to be registered equals at least 1% of the then outstanding Common Stock and relates to shares of Common Stock having an aggregate offering price of at least $1,000,000) on Form S-3 (a “Demand Registration”), subject to the limitations set forth in Section 8(b) below. The Company shall undertake such registration pursuant to Section 8(e) below.

(b) Each of Thayer, the Eos Stockholders (as a group), the ACAS Stockholders (as a group) and the Sankaty Stockholders (as a group) shall be limited to a total of two (2) Demand Registrations. A Demand Registration will not be deemed to have been effected for purposes of this Section 8 unless the registration statement or preliminary or final prospectus, as the case may be, relating thereto (i) has become effective under the Securities Act of 1933, as amended, (ii) has remained effective for a period of at least 90 days (or such shorter period in which all registrable Common Stock included in such registration has actually been sold thereunder), and (iii) at least 75% of the registrable Common Stock requested to be included in such Demand Registration by the Investor Stockholders are so included.

(c) Piggyback Rights. Whenever the Company proposes to file a registration statement under the Securities Act either (i) pursuant to Section 8(a), or (ii) for any underwritten sale of shares of any of the Company’s equity securities, except in the case of an initial public offering in which only primary shares are sold, the Company shall give written notice of such registration to the Thayer Stockholders and the Investor Stockholders no later than 25 days before its filing with the Securities and Exchange Commission (the “SEC”). If any Thayer Stockholder or any Investor Stockholder so requests in writing within 15 days of receiving such notice, the Company shall include in any registration the Common Stock of the Thayer Stockholder and/or the Investor Stockholder requested to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration.

(d) Pro Rata Reduction. The Company shall not be obligated pursuant to Section 8(a) or 8(c) to so include Shares owned by the Thayer Stockholders or the Investor Stockholders to the extent the underwriter or underwriters of such securities being otherwise registered by the Company shall determine in good faith that the inclusion of such Shares would jeopardize the successful sale at the desired price of such other securities proposed to be sold by such underwriter or underwriters, in which case the Thayer Stockholders and the Investor Stockholders shall be entitled to participate in any such reduced number of shares of Common Stock (if any) which may be included in such registration on a pro rata basis in proportion to their relative holdings of shares of Shares. This Section 8(d) shall be interpreted to permit the Investor Stockholders to participate in public offerings on a pro rata basis with

Thayer and its Affiliates. In addition, the Company and Thayer shall use all reasonable commercial efforts to maximize the number of shares owned by the Thayer Stockholders and the Investor Stockholders which may be included in the registration relative to the participation of other Company stockholders.

(e) Registration Procedures. Whenever any Thayer Stockholder or Investor Stockholder has requested that any Common Stock be registered in accordance with this Section 8, the Company shall use its best efforts to effect the registration and the sale of such Common Stock in accordance with the intended method of disposition thereof and pursuant thereto the Company shall as expeditiously as possible:

(i) prepare and file with the SEC a registration statement with respect to such Common Stock on Form S-3 and use its reasonable best efforts to cause such registration statement to become effective and to maintain its effectiveness until the earlier of 90 days or the completion of the contemplated distribution of Shares; provided, however, that the Company may postpone for up to 90 days the filing or effectiveness of any registration statement (including per a Demand Registration) if the Company is in possession of material non-public information relating to a proposed financing, recapitalization, acquisition, business combination or other material transaction involving the Company or any of its Subsidiaries which the Board determines in good faith would require disclosure in the registration statement by the Company of such material non-public information for which the Company has a bona fide business purpose for not disclosing and disclosure of such information is not otherwise required by law;

(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective during the applicable distribution period;

(iii) furnish to each Thayer Stockholder and Investor Stockholder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as the Investor Stockholders may reasonably request in order to facilitate the disposition of the Common Stock owned by the Investor Stockholders;

(iv) notify in writing Thayer, the Eos Representatives and the ACAS Representative (x) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (y) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;

(v) use its reasonable best efforts to register or qualify such Common Stock under such other securities or blue sky laws of such jurisdictions as the Investor Stockholders may reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investor Stockholders to consummate the disposition in such jurisdictions of the Common Stock owned by the Thayer Stockholders and the Investor Stockholders (provided that the Company shall not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (iv), (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction);

(vi) notify the Thayer Stockholders and the Investor Stockholders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement

contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading;

(vii) use its best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;

(viii) use its best efforts to obtain from its counsel an opinion or opinions in customary form;

(ix) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such shares of Common Stock;

(x) list such shares of Common Stock on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Common Stock for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the “NASD”), or such other national securities exchange as the Board may select;

(xi) enter into such customary agreements and take all such other actions as the holders of a majority of the Common Stock being sold reasonably request in order to expedite or facilitate the disposition of such Common Stock; and

(xii) permit any holder of Common Stock which is reasonably likely to be deemed to be an underwriter or a controlling person of the Company to participate in the preparation of such registration or statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included.

(f) Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Section 8, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other persons or entities retained by the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the Company, and the Company shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system; provided, however, that (i) all underwriting discounts and selling commissions applicable to the shares of Common Stock shall be borne by the holders selling such shares, in proportion to the number of shares sold by each such holder, and (ii) each Thayer Stockholder and Investor Stockholder shall be responsible for the fees and expenses of its legal counsel.

(g) Indemnification. The Company shall indemnify and hold harmless each Thayer Stockholder, each Investor Stockholder, and each of their respective officers, directors, employees, members, partners, and advisors and their respective Affiliates, any underwriter (as defined in the Securities Act) for such Investor Stockholders and each Person, if any, who controls the Investor Stockholders or underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) to which the Investor Stockholders or underwriter or such controlling person may be subject, under the Securities Act and state securities or blue sky laws as applicable or otherwise, insofar as any thereof arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any registration statement under which such Thayer Stockholder’s or Investor Stockholder’s Common Stock was registered under the Securities Act pursuant to this Section 8, any prospectus or preliminary prospectus contained therein, or any amendment or supplement thereto or (B) any other document incident to the registration of the Common Stock under the

Securities Act or the qualification of the Common Stock under any state securities laws applicable to the Company, (ii) the omission or alleged omission to state in any item referred to in the preceding clause (i) a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended, or any other federal or state securities law, rule or regulation applicable to the Company and relating to action or inaction by the Company in connection with any such registration or qualification; provided, however, that a Thayer Stockholder and an Investor Stockholder shall not be entitled to indemnification if and only to the extent such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement of material fact or alleged untrue statement of material fact or omission to state a material fact or alleged omission to state a material fact based upon information furnished to the Company in writing by such Thayer Stockholder or Investor Stockholder for use therein (with respect to which information such Thayer Stockholder or Investor Stockholder shall so indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act); provided, further, that in no event shall the liability of a Thayer Stockholder or an Investor Stockholder exceed the net proceeds received by such Thayer Stockholder or Investor Stockholder from its sales pursuant to the registration statement.

9. Restrictions on Certain Affiliate Transactions.

(a) The Company will not, and will not cause or permit any of its Subsidiaries to, enter into any transaction with

(i) any Affiliate or any of its Subsidiaries other than Wholly-Owned Subsidiaries; or

(ii) Thayer or any beneficial owner which, together with its Affiliates, owns more than 10% in the aggregate of the Company’s fully diluted equity (a “10% Holder”) or any Affiliate or Subsidiary of Thayer or any 10% Holder (collectively, the “Restricted Affiliates”), except (a) the Management Agreement, and/or (b) other transactions which are no less favorable to the Company or Subsidiary than would be obtained in comparable arms’-length transactions with non-Affiliates (provided that if any such transaction described in this clause (b) is with a Restricted Affiliate and has a transaction value of more that $1.0 million, and Investor Stockholders that then own at least a combined 3% of the Company’s outstanding capital stock on a fully diluted basis so request, such transaction shall require the prior written consent of the holders of a majority of the Shares (other than the Restricted Affiliate), which consent shall not be unreasonably withheld or delayed).

(b) The provisions of this Section 9 will terminate upon the completion of a Qualified Public Offering.

10. Sales/Merger/Reorganization. In the event of (i) any consolidation or merger involving the Company other than a merger or consolidation in which the Company is the continuing corporation and the share ownership shall be unchanged; (ii) the disposition of all or substantially all of the capital stock or the property and assets of the Company; (iii) a capital reorganization of the Company; or (iv) a reclassification of the Common Stock, each share of stock of the same class shall receive the same form and amount of consideration as all other shares in that class of stock.

11. Further Assurances. The Company and Thayer shall promptly inform the Investor Stockholders (i) of any amendment to any agreement the Company and/or Thayer has with the Other Stockholders that is similar to this Agreement, and (ii) of any new agreements that the Company and/or Thayer enters into with any Other Stockholder after the date hereof. Solely with regards to those provisions contained in Sections 3, 5, 6, 7 and 10 of this Agreement, if any such amendment or agreement shall contain a provision more favorable to the Other Stockholders than similar provisions contained in the aforementioned sections of this Agreement, or add new provisions related to the rights and benefits contained in the aforementioned sections of this Agreement which would otherwise benefit the Investor Stockholders, both Thayer and the Company agree, as soon a practicable, to take the

necessary actions to amend this Agreement to provide those same rights and benefits to the Investor Stockholders.

12. Notices. All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

(a) If to the Company:

c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Attention: Scott Rued
Facsimile: (202) 371-0391

with a copy to:

Greenberg Traurig, LLP
2375 East Camelback Road
Suite 700
Phoenix, Arizona 85016
Attention: Bruce E. Macdonough
Facsimile: (602) 445-8618

(b) If to any Thayer Stockholder:

c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Attention: Scott Rued
Facsimile: (202) 371-0391

Any party hereto may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party hereto may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

13. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

14. Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way.

15. Counterparts. This Agreement may be executed on separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied signature shall be deemed a manually executed and delivered original.

16. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Investor Stockholders, the Company, the Thayer Stockholder, and their respective successors and assigns (including subsequent holders of Shares) and, where applicable, heirs and personal representatives.

17. Choice of Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles thereof and all questions concerning the validity and construction of this Agreement shall be determined in accordance with the laws of said state. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES, ON BEHALF OF ITSELF OR HIMSELF AND ON BEHALF OF SUCH PARTY’S SUCCESSOR’S AND ASSIGNS, THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION SUCH PERSON MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

18. Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE RELATED DOCUMENTS OR THE RELATIONSHIP ESTABLISHED UNDER THIS AGREEMENT.

19. Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

21. Amendments and Waivers. No provision of this Agreement may be amended or waived without the prior written consent or agreement of the Company, Thayer and the Investor Stockholders bound thereby.

22. Business Days. Whenever the terms of this Agreement call for the performance of a specific act on a specified date, which date falls on a Saturday, Sunday or legal holiday, the date for the performance of such act shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal holiday.

23. Failure to Deliver Securities. If any Investor Stockholder or other holder of Shares (or the Investor Stockholders’ or such other holder’s estate or any other representative of such Investor Stockholder or holder of Shares) who has become obligated to sell Shares under this Agreement shall fail to deliver such Shares on the terms and in accordance with this Agreement, the Company, in addition to all other remedies it may have, may send to the such obligated party by registered mail, return receipt requested, the purchase price for such Shares on the terms provided for in this Agreement. Thereupon, the Company, upon written notice to such holder, shall cancel on its books the Shares to be sold; and thereupon, all of such obligated holder’s rights in and to such Shares shall terminate.

24. No Third Party Beneficiary. Except for the parties to this Agreement (and with respect to the provisions of Section 2(b) hereof, the Company’s direct and indirect Subsidiaries) and their respective

successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

25. Transfers in Violation of Agreement. Any transfer or attempted transfer of any Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such Shares as the owner of such stock for any purpose.

26. Attorneys’ Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

27. Roadrunner Dawes Merger/Affiliate Transaction Consent. By execution below, each of the Existing Roadrunner Dawes Stockholders (other than Thayer and Roadrunner Dawes Co-Invest) hereby consents, pursuant to Section 9 of the Existing Roadrunner Dawes Stockholders’ Agreement, to the Merger and the Company’s issuance of a Warrant to Thayer as contemplated by Section 6.3(g) of the Merger Agreement.

28. Termination of Sargent Stockholders’ Agreement. By execution below, each of the Existing Sargent Stockholders agrees that upon the consummation of the Merger, (i) the Sargent Stockholders’ Agreement and the Sargent Registration Rights Agreement will be automatically terminated in all respects and shall be of no further force or effect, and (ii) all of its rights and claims of any kind or nature thereunder shall be automatically released.

[SIGNATURES BEGIN ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, intending to be legally bound hereby, each of the undersigned has duly executed and delivered this Second Amended and Restated Stockholders’ Agreement as of the day and year first above written.

	ROADRUNNER-DAWES, INC.

	By:	/s/ Scott Rued
		Scott Rued,
		Co-Chairman of the Board


	THAYER EQUITY INVESTORS V, L.P.

	By:	TC Equity Partners V, L.L.C., its general partner

	By:	Thayer Management Partners, L.L.C., its Managing Member

	By:	/s/ Scott Rued
		Scott Rued,
		Managing Member


	SANKATY CREDIT OPPORTUNITIES, L.P.

	By:	/s/ Stuart Davies
		Stuart Davies,
		Senior Vice President

	Address for Notices: c/o Sankaty Advisors 111 Huntington Avenue Boston, MA 02199 Attn: Robert Weiss


	SANKATY CREDIT OPPORTUNITIES II, L.P.

	By:	/s/ Stuart Davies
		Stuart Davies,
		Senior Vice President

	Address for Notices: c/o Sankaty Advisors 111 Huntington Avenue Boston, MA 02199 Attn: Robert Weiss

	RGIP, LLC

	By:	/s/ Alfred O. Rose
		Alfred O. Rose
		Authorized Signatory

	Address for Notices: c/o Ropes & Gray LLO One International Place Boston, MA 02110 Attn: David McKay


	AMERICAN CAPITAL STRATEGIES, LTD.

	By:	/s/ Jon Isaacson
		Jon Isaacson,
		Vice President

	Address for Notices: 2 Bethesda Metro Center 14th Floor Bethesda, MD 20814

	and to:

	Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Christopher Aidun, Esq. Facsimile: (212) 310-8127


	EOS CAPITAL PARTNERS III, L.P.

	By:	ECP General III, L.P., its general partner

	By:	ECP III, LLC , its general partner

	By:	/s/ Brian Young
		Brian Young

	Address for Notices: c/o Eos Partners 320 Park Avenue New York, NY 10022 Attn: Sam Levine

	With a copy to:

	Nixon Peabody LLP 437 Madison Avenue New York, NY 10022 Attn: Dominick P. DeChiara, Esq.


	EOS PARTNERS, L.P.

	By:	/s/ Brian Young
		Brian Young

	Address for Notices: 320 Park Avenue New York, NY 10022 Attn: Sam Levine

	With a copy to:

	Nixon Peabody LLP 437 Madison Avenue New York, NY 10022 Attn: Dominick P. DeChiara, Esq.


	AMERICAN CAPITAL EQUITY I, LLC

	By:	American Capital Equity Management, LLC, its Manager

	By:	/s/ Cydonii Fairfax
		Cydonii Fairfax,
		Vice President

	Address for Notices: 2 Bethesda Metro Center 14th Floor Bethesda, MD 20814

	and to:

	Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Christopher Aidun, Esq. Facsimile: (212) 310-8127

	TC ROADRUNNER-DAWES HOLDINGS, L.L.C.

	By:	TC Co-Investors V, LLC, its managing member

	By:	Thayer Capital Management, L.P., its managing member

	By:	Thayer Management Partners, L.L.C., its general partner

	By:	/s/ Scott Rued
		Scott Rued,
		Member


	TC SARGENT HOLDINGS, L.L.C.

	By:	TC Co-Investors V, L.L.C., its Managing Member

	By:	Thayer Capital Management, L.P., its Managing Member

	By:	Thayer Management Partners, L.L.C., its General Partner

	By:	/s/ Scott Rued
		Scott Rued,
		Managing Member


	K&E INVESTMENT PARTNERS, L.P. — 2005 DIF

	By:	K&E Investment Management, LLC, its general partner

	By:	/s/ Authorized Signatory
		Manager

	Address for Notices: c/o Kirkland & Ellis LLP 200 E. Randolph Drive Chicago, IL 60601 Attn: John A. Schoenfeld, P.C.

EX-99.E 6 a11-13055_1ex99de.htm EX-99.E

EXHIBIT E

ADVISORY AGREEMENT

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”).

WHEREAS, the Company desires to retain the Advisor and the Advisor desires to perform for the Company certain services following the consummation of the Company’s initial public offering of its common stock pursuant to the Securities Act of 1933, as amended (the “IPO”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

1. Term. This Agreement shall be in effect for an initial term commencing on the consummation of the IPO and ending on the tenth anniversary thereof (the “Term”), and shall be automatically extended thereafter on a year to year basis unless the Company or the Advisor provides written notice of its desire to terminate this Agreement to the other 90 days prior to the expiration of the Term or any extension thereof; provided that (i) either the Company or the Advisor may terminate this Agreement in the event of the breach of any of the material terms or provisions of this Agreement by the other, which breach is not cured within 10 business days after notice of the same is given to the party alleged to be in breach, and (ii) the Term shall automatically expire, and no further payment will be due hereunder, if Advisor and its affiliates, on a combined basis, hold less than twenty percent (20%) of the Company’s outstanding voting capital stock. If this Agreement is terminated by the Advisor because of the breach of any of the material terms or provisions hereof by the Company, the Advisor shall be entitled to recover damages from the Company and shall not be required to mitigate or reduce damages by seeking or undertaking other management arrangements or business opportunities. No termination of this Agreement, whether pursuant to this Section 1 or otherwise, shall affect the Company’s obligation with respect to the fees, costs, and expenses incurred by the Advisor in rendering services hereunder and not paid and reimbursed by the Company as of the effective date of such termination.

2. Services. The Advisor shall perform or cause to be performed the following services for the Company and its subsidiaries, as well as related services as may be reasonably requested by the Board of Directors of the Company (the “Board”):

(a) identification, support, negotiation, and analysis of acquisitions and dispositions by the Company and its subsidiaries; and

(b) support, negotiation, and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures, and refinancing of existing indebtedness.

3. Reimbursement of Expenses. The Company shall promptly pay (or reimburse) the Advisor for the reasonable out-of-pocket expenses incurred by the Advisor and its officers, employees, agents, and representatives in connection with the services rendered hereunder (including, but not limited to, all costs and expenses incurred by the Advisor in connection with attending Board meetings). All obligations or expenses reasonably incurred by the Advisor (including, but not limited to, legal, accounting and other advisors’ fees and expenses) in the performance of its duties under this Agreement shall be for the account of, on behalf of, and at the expense of the Company. The Advisor shall not be obligated to make any advance to or for the account of the Company or to pay any sums, except out of funds held in accounts maintained by the Company, nor shall the Advisor be obligated to incur any liability or obligation for the account of the Company without assurance that the necessary funds for the discharge of such liability or obligation will be provided.

4. Transaction Fees.

(a) During the Term, the Company shall pay to the Advisor a transaction fee in connection with the consummation of each acquisition or divestiture by the Company or its subsidiaries (excluding purchases or sales of equipment or inventory in the ordinary course of business) that is introduced or negotiated by the Advisor or any of its affiliates (the “M&A Compensation”) plus all reasonable out-of-pocket expenses of the Advisor and/or its affiliates incurred in negotiating, analyzing, and executing such acquisition or divestiture. The M&A Compensation and such out-of-pocket expenses shall be paid at the closing of any such acquisition or divestiture. The M&A Compensation shall be a cash sum equal to an amount to be determined through good faith negotiations between the Board and the Advisor based on purchase price for the acquisition or disposition (which on acquisitions or divestitures of assets shall also include the book value of the assumed liabilities, and on acquisitions of stock shall also include liabilities of the acquired entity that are required to be paid with funds provided by the purchaser in connection with such acquisition).

This Section 4(a) shall not apply to any transaction (a “Sale of the Company”) which is (x) the sale of all, or substantially all, of the Company’s consolidated assets in any single transaction or series of related transactions; (y) the sale or issuance, or series of related sales or issuances, of equity securities of the Company in any single transaction or series of related transactions which results in any person or group of affiliated persons (other than affiliates of the Advisor) owning (on a fully-diluted basis) more than 50% of the Company’s securities having ordinary voting power to elect directors outstanding at the time of such sale or issuance or such series of sales and/or issuances; or (z) any merger or consolidation of the Company with or into another corporation (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation, the holders of the Company’s securities having ordinary voting power to elect directors (on a fully-diluted basis) immediately prior to the merger or consolidation own securities of the surviving or resulting corporation representing 50% or less of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully-diluted basis). The amount of any fee payable to the Advisor in connection with a Sale of the Company shall be determined pursuant to the provisions of Section 4(d) below.

(b) In the event of any public or private debt or equity financing by the Company or any of its subsidiaries negotiated by the Advisor, the Company shall pay to the Advisor a transaction fee to be determined through good faith negotiations between the Board and the Advisor plus all reasonable out-of-pocket expenses of the Advisor and/or its affiliates incurred in negotiating, analyzing, and executing such financing. Such fee and out-of-pocket expenses shall be paid at the closing of any such financing. Notwithstanding the foregoing, no fee shall be payable pursuant to this Section 4(b) if the financing is related to a transaction for which Advisor receives M&A Compensation.

(c) Notwithstanding anything herein to the contrary, the Advisor acknowledges and agrees that the Company may from time to time engage the services of financial advisors in addition to the Advisor in connection with certain acquisitions, dispositions, and financing transactions if, in the judgment of the Board, such engagement is in the best interests of the Company and its stockholders. In such event, the amount otherwise payable to the Advisor pursuant to Section 4(a) or 4(b) hereof may be reduced to an amount, to be determined through good faith negotiations between the Board and the Advisor, that reflects the Advisor’s relative contribution to the applicable transaction. If the Board and the Advisor are unable to agree upon the amount of the reduced compensation, such compensation will be determined by arbitration in Minneapolis, Minnesota in accordance with the rules of the American Arbitration Association. The Company and the Advisor will share equally the cost of arbitration.

(d) In the event of any other transaction not in the ordinary course of business or unusual efforts extended or results obtained by the Advisor on behalf or for the benefit of the Company or its subsidiaries, the Board and the Advisor shall in good faith determine a fair compensation arrangement to compensate the Advisor for such matters. Such compensation arrangement shall be subject to the

approval of a majority of the disinterested members of the Board, which approval shall not be unreasonably withheld.

(e) If at any time when a payment of a fee is due under this Agreement the Company (i) does not have sufficient available cash to make such payment, or (ii) is prohibited from making such payment pursuant to the terms of the Company’s loan agreements or other financing arrangements, part or all of such payment, as the case may be, shall be deferred. All deferred amounts shall be immediately due and payable as soon as there is sufficient available cash or the payment is no longer prohibited under the loan agreements, as the case may be.

5. Other Activities of the Advisor. The Company acknowledges and agrees that neither Advisor nor any of the Advisor’s employees, partners, affiliates, or agents shall be required to devote full time and business efforts to the duties of the Advisor specified in this Agreement, but instead the Advisor shall devote only so much of such time and efforts as the Advisor reasonably deems necessary. The Company further acknowledges and agrees that the Advisor and its affiliates are engaged in the business of investing in, acquiring and/or managing businesses for the Advisor’s own account, for the account of the Advisor’s affiliates and associates and for the account of unaffiliated parties, and understands that the Advisor plans to continue to be engaged in such businesses (and other business or investment activities) during the Term. No aspect or element of such activities shall be deemed to be engaged in for the benefit of the Company or any of its subsidiaries nor to constitute a conflict of interest. Without limiting the generality of the foregoing, the Advisor shall be required to bring only those investments and/or business opportunities to the attention of the Company which the Advisor, in its sole discretion, believes appropriate, and nothing herein shall restrict the Advisor from investing or directly or indirectly engaging in competitive businesses.

6. Liability. Neither the Advisor nor any of the Advisor’s affiliates, partners, employees, or agents shall be liable to the Company or its subsidiaries or affiliates for any loss, liability, damage, or expense arising out of or in connection with the Advisor’s performance of services contemplated by this Agreement, unless such loss, liability, damage, or expense shall be finally judicially determined to result directly from gross negligence, willful misconduct, or bad faith on the part of the Advisor, its affiliates, partners, employees, or agents acting within the scope of their employment or authority. The Company recognizes and confirms that the Advisor will, from time to time in acting pursuant to this engagement, be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of the Company and its subsidiaries, and that the Advisor does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such reports and information. The Company hereby warrants that any information relating to the Company and its subsidiaries that is furnished to the Advisor by or on behalf of the Company will be fair, accurate, and complete and will not contain any material omissions or misstatements of fact. The Company agrees that any information or advice rendered by the Advisor or its representatives in connection with this engagement is for the confidential use of the Board only, and, except as otherwise required by law, the Company will not and will not permit any third party to disclose or otherwise refer to such advice or information in any manner without the Advisor’s prior written consent.

7. Indemnification of the Advisor. The Company hereby agrees to indemnify and hold harmless the Advisor and its present and future officers, directors, affiliates, employees, and agents (“Indemnified Parties”) from and against any and all claims, liabilities, losses, and damages (or actions in respect thereof), in any way related to or arising out of the performance by such Indemnified Party of services under this Agreement, and to advance and reimburse each Indemnified Party on a monthly basis for reasonable legal and other expenses incurred by it in connection with or relating to investigating, preparing to defend, or defending any actions, claims, or other proceeding (including any investigation or inquiry) arising in any manner out of or in connection with such Indemnified Party’s performance or non-performance under this Agreement (whether or not such Indemnified Party is a named party in such proceedings); provided, however, that the Company shall not be responsible under this paragraph for any claims, liabilities, losses, damages, or expenses to the extent that they are finally judicially determined to

result from actions taken by such Indemnified Person that constitute gross negligence or willful misconduct. The provisions of Sections 6 and 7 shall survive any termination of this Agreement.

8. Independent Contractor. The Advisor shall be an independent contractor, and nothing contained in this Agreement shall be deemed or construed (i) to create a partnership or joint venture between the Company and the Advisor, (ii) to cause the Advisor to be responsible in any way for the debts, liabilities or obligations of the Company or any other party, or (iii) to constitute the Advisor or any employees of the Advisor or any of its affiliates as employees, officers or agents of the Company.

9. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when personally delivered, sent by telecopy (with receipt confirmed) on a business day during regular business hours of the recipient (or, if not, on the next succeeding business day) or one business day after being sent by reputable overnight courier service (charges prepaid).

If to the Company:	Roadrunner Transportation Systems, Inc. 4900 S. Pennsylvania Ave. Cudahy, WI 53110 Attention: Mark A. DiBlasi

If to the Advisor:	Thayer \| Hidden Creek Management, L.P. c/o Thayer \| Hidden Creek Partners 1455 Pennsylvania Avenue, N.W. #350 Washington, D.C. 20004 Attention: Scott D. Rued

10. Assignment. Without the consent of the Advisor, the Company shall not assign, transfer or convey any of its rights, duties or interest under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it hereunder. Without the prior written consent of the Company, the Advisor shall not assign, transfer or convey any of its rights, duties, or interests under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it under this Agreement; provided that the Advisor may, without the consent of the Company, assign any and all of its rights and obligations hereunder to any of its affiliates.

11. Third Party Beneficiaries.

(a) Except for the parties to this Agreement and their respective successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement; provided that the agent for the Company’s lenders named in the Company’s senior credit facility (the “Credit Facility”) shall be deemed to be a third party beneficiary for purposes of Section 4(e) above.

(b) The Advisor hereby agrees that the payment obligations of the Company under this Agreement, and the right of the Advisor to receive payments under this Agreement are subordinated to payment of all amounts owing or that become owing under the Credit Facility and that payments under this Agreement may be made only as permitted in the Credit Facility. Subordination of amounts payable under this Agreement on the terms set forth herein shall be effective (i) in any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution, or other winding up of any of the Company or any of its successors, assigns, or transferees and (ii) against any transferee or assignee of the Advisor. The Advisor also agrees that if it receives any payment under this Agreement that is not permitted by the

Credit Facility it will promptly turn over such payment to the administrative agent named therein, if amounts are outstanding under the Credit Facility.

12. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to person or circumstances other than those as to which it is held invalid or enforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

13. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters herein contained and any agreement hereafter made shall be ineffective to effect any change or modification, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of this change or modification is sought.

14. Governing Laws. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the laws of any other state.

15. Amendments and Waivers. No provision of this Agreement may be amended or waived without the prior written consent or each party hereto.

16. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

17. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

SIGNATURES APPEAR ON FOLLOWING PAGE

IN WITNESS WHEREOF, the parties have executed this Advisory Agreement as of the date first written above.

	THAYER \| HIDDEN CREEK MANAGEMENT, L.P.

	By:	Thayer \| Hidden Creek Management Partners,
		L.L.C., its General Partner

By:	/s/ Scott D. Rued
	Scott D. Rued,
	Member

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

By:	/s/ Mark A. DiBlasi
	Mark A. DiBlasi,
	President and Chief Executive Officer