4,300,000 SHARES ROADRUNNER TRANSPORTATION SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2013 • Roadrunner Transportation Systems, Inc. • Arrangement of transportation of freight & cargo • New York
Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain stockholders of the Company (collectively, the “Selling Stockholders”) named in Schedule I hereto, severally and not jointly, propose to sell to the several Underwriters, subject to the terms and conditions stated herein, an aggregate of 4,300,000 shares of common stock, par value $0.01 per share, of the Company (the “Firm Shares”), of which 1,500,000 shares are to be issued and sold by the Company and 2,800,000 shares are to be sold by the Selling Stockholders, with each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule I hereto.
