0001193125-13-483639 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 24th, 2013 • Solus Alternative Asset Management LP • Trucking (no local) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2013, by and among YRC Worldwide Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Purchasers’ signature page hereto (each a “Purchaser”, and collectively, the “Purchasers”). The Company and the Purchasers are sometimes referred to herein collectively as the “Parties” and each of them individually, as a “Party”).

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EXCHANGE AGREEMENT
Exchange Agreement • December 24th, 2013 • Solus Alternative Asset Management LP • Trucking (no local) • New York

This EXCHANGE AGREEMENT (this “Agreement”), dated as of December 22, 2013, is by and among YRC Worldwide Inc. (the “Company”) and each entity or account listed on Appendix A hereto (a “Holder” and, solely for ease of reference, collectively, the “Holders”). The Company and the Holders are sometimes referred to herein collectively as the “Parties” and each of them, individually, as a “Party.”

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 24th, 2013 • Solus Alternative Asset Management LP • Trucking (no local) • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2013, is by and among YRC Worldwide Inc., a Delaware corporation with its principal executive offices currently located at 10990 Roe Avenue, Overland Park, Kansas 66211 (the “Company”), and each entity or account listed on Annex I hereto (each a “Buyer,” and solely for ease of reference, collectively, the “Buyers”). The Company and the Buyers are sometimes referred to herein collectively as the “Parties” and each of them, individually, as a “Party.”

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