0000950123-10-046147 Sample Contracts

Shares ROADRUNNER TRANSPORTATION SYSTEMS, INC. COMMON STOCK, $.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • May 7th, 2010 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Wisconsin

ROBERT W. BAIRD & CO. INCORPORATED BB&T CAPITAL MARKETS, a division of Scott & Stringfellow, LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED

ADVISORY AGREEMENT
Advisory Agreement • May 7th, 2010 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware

This Advisory Agreement (this “Agreement”) is made and entered into as of May 7, 2010, by and between Thayer | Hidden Creek Management, L.P., a Delaware limited partnership (the “Advisor”), and Roadrunner Transportation Services Holdings, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER Among Roadrunner Transportation Systems, Inc., GTS Transportation Logistics, Inc., and Group Transportation Services Holdings, Inc. May 7, 2010
Merger Agreement • May 7th, 2010 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the 7th day of May, 2010, by and among (i) Roadrunner Transportation Systems, Inc., a Delaware corporation formerly known as Roadrunner Transportation Services Holdings, Inc. (“Roadrunner”), (ii) GTS Transportation Logistics, Inc., a Delaware corporation and wholly owned subsidiary of Roadrunner (“Acquisition Sub”), and (iii) Group Transportation Services Holdings, Inc., a Delaware corporation (“GTS”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 7th, 2010 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___, 2010 between Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).