Form of Rights Certificate
|RIGHTS CERTIFICATE #:||NUMBER OF RIGHTS|
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANYS PROSPECTUS
DATED _____ __, 2019 (THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM INNISFREE M&A INCORPORATED, THE INFORMATION AGENT.
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
Incorporated under the laws of the State of Delaware
TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Transferable Subscription Rights to Purchase Shares of Common Stock of Roadrunner Transportation Systems, Inc.
Subscription Price: $0.50 per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,
ON FEBRUARY 19, 2019, UNLESS EXTENDED BY THE COMPANY
|THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of transferable subscription rights (Rights) set forth above. Each Right entitles the holder thereof to subscribe for and purchase shares of common stock, with a par value of $0.01 per share, of Roadrunner Transportation Systems, Inc., a Delaware corporation, at a subscription price of $0.50 per share (the Basic Subscription Privilege), pursuant to a rights offering (the Rights Offering), on the terms and subject to the conditions set forth in the Prospectus and the Instructions as to Use of Roadrunner Transportation Systems, Inc. Subscription Rights Certificates accompanying this Subscription Rights Certificate. If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the|| |
exercise of their Basic Subscription Privilege (the Excess Shares), any Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the Over-Subscription Privilege). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of the subscription price for each share of common stock in accordance with the Instructions as to Use of Sample corporation, Inc. Subscription Rights Certificates that accompany this Subscription Rights Certificate.
This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of Sample Corporation and the signatures of its duly authorized officers.
Chief Executive Officer
President, Chief Operating Officer,
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
Delivery other than in the manner or to the address listed below will not constitute valid delivery.
If delivering by mail, hand or overnight courier:
American Stock Transfer & Trust Company, LLC
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FOR INSTRUCTIONS ON THE USE OF SAMPLE CORPORATION SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT INNISFREE M&A INCORPORATED, THE INFORMATION AGENT, AT ###-###-####.