REGISTRATION RIGHTS AGREEMENT dated as of among SCHNEIDER NATIONAL, INC., and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • December 22nd, 2016 • Schneider National, Inc. • Wisconsin
AMENDED AND RESTATED VOTING TRUST AGREEMENT AND VOTING AGREEMENTVoting Trust Agreement • December 22nd, 2016 • Schneider National, Inc. • Wisconsin
THIS AGREEMENT (the “Agreement”) is made and entered into as of October 5, 2016 by and among Thomas A. Gannon, Adam P. Godfrey, Robert W. Grubbs, Jr., Norman E. Johnson, Daniel J. Sullivan, and R. Scott Trumbull as the Trustees (the “Trustees”) of the Schneider National, Inc. Voting Trust as of the date hereof and the undersigned holders of Trust Certificates under the Schneider National, Inc. Voting Trust who have the power to cast the Requisite Vote (the “Consenting Certificate Holders”).
AMENDED AND RESTATED STOCK RESTRICTION AGREEMENTStock Restriction Agreement • December 22nd, 2016 • Schneider National, Inc. • Wisconsin
THIS AGREEMENT is made and entered into as of October 5, 2016, by and among SCHNEIDER NATIONAL, INC., a Wisconsin corporation (the “Corporation”), Thomas A. Gannon and Joan D. Klimpel, Trustees of the DONALD J. SCHNEIDER CHILDRENS TRUST #1 and the DONALD J. SCHNEIDER CHILDRENS TRUST #2, each created under the DONALD J. SCHNEIDER CHILDRENS TRUST dated February 8, 1991 (each a “Childrens Trust” or a “Shareholder”), Joan D. Klimpel and Mary P. DePrey, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Mary P. DePrey (the “2000 DePrey Trust”), Joan D. Klimpel and Therese A. Koller, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Therese A. Koller (the “2000 Koller Trust”), Joan D. Klimpel and Paul J. Schneider, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Paul J. Schneider (the “2000 P. Schneider Trust”), Joan D. Klimpel and Thomas J. Schneider, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Thomas J. Schneider (the “2000 T. Schneider Trust”), Joan D. Klimpel and Kathl
SCHNEIDER FAMILY BOARD NOMINATION PROCESS AGREEMENTNomination Process Agreement • December 22nd, 2016 • Schneider National, Inc.
THIS NOMINATION PROCESS AGREEMENT (this “Process” or this “Agreement”), dated as of October 5, 2016, is agreed to by and among SCHNEIDER NATIONAL, INC., a Wisconsin Corporation (together with any successor thereto, the “Corporation”) and each of Mary P. DePrey, Therese A. Koller, Thomas J. Schneider, Kathleen M. Zimmermann and Paul J. Schneider in his or her individual capacity (collectively, the “Family Members”).
