S-8

As filed with the Securities and Exchange Commission on July 25, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lineage, Inc.

(Exact name of registrant as specified in its charter)

Maryland	82-1271188
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

46500 Humboldt Drive

Novi, Michigan 48377

(Address of Principal Executive Offices) (Zip Code)

Lineage Logistics Holdings, LLC 2021 Value Creation Unit Plan

Amended and Restated Lineage Logistics Holdings, LLC 2015 Value Creation Unit Plan, each as

supplemented by the Omnibus Supplement and Amendment “A” to Lineage Value Creation Unit Plans

(Full title of the plan)

Natalie Matsler

Chief Legal Officer

46500 Humboldt Drive

Novi, Michigan 48377

(Name and address for agent for service)

(800) 678-7271

(Telephone number, including area code, of agent for service)

Copies to:

Julian T.H. Kleindorfer, Esq.

Lewis W. Kneib, Esq.

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071-1560

(213) 485-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

References in this Registration Statement to “we,” “us,” “our,” the “Registrant,” and the “Company,” or similar references, refer to Lineage, Inc., a Maryland corporation, unless otherwise stated or the context otherwise requires.

Item 3. Incorporation of Documents by Reference.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. The following documents, which have been filed by the Registrant with the SEC pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a) Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 filed with the SEC on July 22, 2024 (File No. 333-280470), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

(b) the prospectus dated July 24, 2024, to be filed by the Registrant with the SEC on or about July 25, 2024 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-11, as amended (Registration No. 333-280470); and

(c) the description of the Registrant’s common stock, $0.01 par value per share, contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42191), filed by the Registrant with the SEC under Section 12(b) of the Exchange Act on July 25, 2024, including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment, which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances shall any information furnished under Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities

Not applicable.

Item 5. Interest of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and that is material to the cause of action. The charter of the Company, contains a provision that eliminates the liability of our directors and officers to the maximum extent permitted by Maryland law.

The Maryland General Corporation Law (the “MGCL”) requires us (unless our charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party to, or witness in, by reason of their service in those or other capacities unless it is established that:

• the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;

• the director or officer actually received an improper personal benefit in money, property or services; or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under the MGCL, we may not indemnify a director or officer in a suit by us or in our right in which the director or officer was adjudged liable to us or in a suit in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of:

• a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by us; and

• a written undertaking by or on behalf of the director or officer to repay the amount paid or reimbursed by us if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our charter requires us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

• any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; or

• any individual who, while a director or officer of the Company and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.

Our charter also permits us, with the approval of our board of directors, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company.

We have entered into indemnification agreements with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

In addition, our directors and officers may be entitled to indemnification pursuant to the terms of the partnership agreement of Lineage OP, LP, our operating partnership.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits.

The following are the exhibits required by Item 601 of Regulation S-K:

Exhibit		Incorporated by Reference
Number	Description	Form	File No.	Exhibit	Filing Date
4.1	Articles of Amendment and Restatement of Lineage, Inc.	S-8	333-280997	4.1	July 25, 2024
4.2	Amended and Restated Bylaws of Lineage, Inc.	S-8	333-280997	4.2	July 25, 2024
4.3	Form of Common Stock Certificate of Lineage, Inc.	S-11	333-280470	4.1	June 26, 2024
5.1*	Opinion of Venable LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Venable LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page to the Registration Statement)

99.1†*	Lineage Logistics Holdings, LLC 2021 Value Creation Unit Plan.
99.2†*	Amended and Restated Lineage Logistics Holdings, LLC 2015 Value Creation Unit Plan.
99.3†*	Omnibus Supplement and Amendment “A” to Lineage Value Creation Unit Plans.
107*	Filing Fee Table.

* Filed herewith.

† Indicates management contract or compensatory plan.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Novi, State of Michigan, on July 25, 2024.

LINEAGE, INC.
By:	/s/ Greg Lehmkuhl
Name: Greg Lehmkuhl
Title: Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below hereby constitutes and appoints Greg Lehmkuhl, Robert Crisci and Natalie Matsler, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Greg Lehmkuhl Greg Lehmkuhl	President, Chief Executive Officer and Director (Principal Executive Officer)	July 25, 2024
/s/ Rob Crisci Rob Crisci	Chief Financial Officer (Principal Financial Officer)	July 25, 2024
/s/ Abigail Fleming Abigail Fleming	Chief Accounting Officer (Principal Accounting Officer)	July 25, 2024
/s/ Adam Forste Adam Forste	Co-Executive Chairman	July 25, 2024
/s/ Kevin Marchetti Kevin Marchetti	Co-Executive Chairman	July 25, 2024
/s/ Shellye Archambeau Shellye Archambeau	Director	July 25, 2024
/s/ John Carrafiell John Carrafiell	Director	July 25, 2024

/s/ Joy Falotico Joy Falotico	Director	July 25, 2024
/s/ Luke R. Taylor Luke R. Taylor	Director	July 25, 2024
/s/ Michael Turner Michael Turner	Director	July 25, 2024
/s/ Lynn Wentworth Lynn Wentworth	Director	July 25, 2024
/s/ James Wyper James Wyper	Director	July 25, 2024

EX-5.1

Exhibit 5.1

July 25, 2024

Lineage, Inc.

46500 Humboldt Drive

Novi, Michigan 48377

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Lineage, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of up to 179,838 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company that the Company may issue pursuant to the Lineage Logistics Holdings, LLC 2021 Value Creation Unit Plan and the Amended and Restated Lineage Logistics Holdings, LLC 2015 Value Creation Unit Plan, each as supplemented by the Omnibus Supplement and Amendment “A” to Lineage Value Creation Unit Plans (collectively, the “Plans”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. The Plans, certified as of the date hereof by an officer of the Company;

6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company, relating to, among other matters, the registration and issuance of the Shares and the approval of the Plans, certified as of the date hereof by an officer of the Company;

Lineage, Inc.

July 25, 2024

Page 2

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. None of the Shares will be issued in violation of any restriction or limitation contained in the Charter or the applicable Plan. Upon any issuance of Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter or applicable Plan.

6. Each award that provides for the potential issuance of a Share pursuant to either of the Plans will be duly authorized and validly granted in accordance with the applicable Plan.

Lineage, Inc.

July 25, 2024

Page 3

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and to the extent issued and delivered by the Company pursuant to the Resolutions, the applicable Plan and any applicable award agreement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-23.1

Exhibit 23.1

KPMG LLP

Suite 1900

150 West Jefferson

Detroit, MI 48226

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 8, 2024, with respect to the consolidated financial statements of Lineage, Inc., incorporated herein by reference.

/s/ KPMG LLP

Detroit, Michigan

July 24, 2024

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

EX-99.1

Exhibit 99.1

LINEAGE LOGISTICS HOLDINGS, LLC

2021 VALUE CREATION UNIT PLAN

1. Purpose of the Plan.

This Lineage Logistics Holdings, LLC 2021 Value Creation Unit Plan (the “Plan”) has been adopted by the Managing Member (as defined in the Company LLC Agreement, as defined below) of Lineage Logistics Holdings, LLC (the “Company”). The Plan is intended to promote the interests of the Company and its Affiliates by providing certain Employees, Directors, Consultants and other Persons (each, as defined below) with an opportunity to participate in certain appreciation in the Company’s value (or the value of an Affiliate of the Company), subject to the terms and conditions set forth herein, so as to enhance the Company’s and its Affiliates’ ability to attract and retain individuals of exceptional talent to contribute to the sustained progress, growth and profitability of the Company and its Affiliates.

2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below. Any capitalized terms used, but not otherwise defined herein, shall have their respective meanings as set forth in the Company LLC Agreement.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Award” means an award of Value Creation Units granted under the Plan and the applicable Award Agreement.

“Award Agreement” means the written or electronic agreement evidencing an Award issued to a Participant under the Plan.

“Benchmark Amount” means a threshold set forth in an Award Agreement (if any) below which a Participant shall not be eligible to receive payment hereunder in respect of any Value Creation Unit held by such Participant, which threshold may be denominated in an aggregate value, per Unit value or otherwise, in any case, as determined by the Committee.

“Board” shall mean the Board of Directors of the Company.

“Cause” means, in respect of a Participant, and unless otherwise set forth in the applicable Award Agreement, either (i) the definition of “Cause” contained in an effective, written Service agreement between the Participant and the Company or an Affiliate of the Company; or (ii) if no such agreement exists or such agreement does not define Cause, then Cause shall be determined by the Committee in its sole discretion. The findings and decision of the Committee with respect to any Cause determination will be final for all purposes.

“Change in Control” means (i) a merger or consolidation of the Company with or into any other corporation or other entity or Person, (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets or (iii) any other transaction, including the sale by the Company of new equity securities or a transfer of existing equity securities of the Company, the result of which is that a third party that is not an Affiliate of the Company or its equityholders (or a group of third parties that are not Affiliates of the Company) immediately prior to such transaction acquires or holds equity securities of the Company representing a majority of the Company’s outstanding

Voting power immediately following such transaction; provided, however, that none of the following events shall constitute a “Change in Control”: (A) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting equity securities of the Company immediately prior to such transaction hold, directly or indirectly, at least a majority of the voting equity securities in the successor entity or its parent immediately after such transaction; (B) a sale, lease, exchange or other disposition in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an Affiliate of the Company; (C) an IPO (the impact of which is discussed in Section 5 below), (D) a reorganization of the Company solely to change its jurisdiction; or (E) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the Persons who held the Company’s equity securities immediately before such transaction. Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any Award that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A), the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such Award, to the extent required by Code Section 409A.

“CIC Price Threshold” means, with respect to an Award, the minimum purchase price paid or to be paid to the Company (in the case of an asset sale) or the holders of Units (in the case of an equity sale, merger or similar transaction) per Unit of the Company in connection with a Change in Control that is necessary in order for such Change in Control to be eligible to constitute a Qualifying Liquidity Event, (i) taking into account Pre-Liquidity Event Distributions, Deferred Consideration and transaction expenses, in each case, in such manner and to such extent as is determined by the Committee, and (ii) valuing any securities and other non-cash property payable as purchase consideration in such manner as the Committee determines, as determined by the Committee in its sole discretion and set forth in the applicable Award Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Managing Member or the Board (or a committee thereof) as may be appointed by the Managing Member to administer the Plan.

“Company” shall have the meaning provided in Section 1 above.

“Company LLC Agreement” means the Sixth Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC, dated as of August 3, 2020, as may be amended and/or restated from time to time.

“Consultant” means an individual who renders consulting or advisory services to the Company or an Affiliate of the Company and who, to the extent required by applicable securities laws (if any), qualifies as a “consultant or advisor” within the meaning of Rule 701 of the Securities Act.

“Deferred Consideration” means, in connection with a Change in Control, any amounts of consideration payable by the acquiror(s) after the consummation of the Change in Control, including any post-closing purchase price adjustment, earn-out, holdback (whether or not escrowed) or any other form of deferred consideration, but excluding any closing-date payments that are delayed beyond the closing of the Change in Control solely for administrative convenience, as determined by the Committee.

“Director” means a member of the Board.

-2-

“Disability” means, in the case of a Participant who is a natural person, that such Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees, in each case, as determined by the Committee.

“Effective Date” means March 3, 2021, the date on which the Plan was adopted by the Managing Member.

“Employee” means an employee of the Company or an Affiliate of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Date” means, with respect to an Award, the seventh (7^th) anniversary of the grant date of such Award or such earlier date (if any) as may be determined by the Committee, in any case, as set forth in the applicable Award Agreement.

“Fully-Vested Value Creation Unit” shall have the meaning provided in Section 5(b) below.

“IPO” means an initial public offering of equity securities of the Company (or any successor entity thereto) pursuant to an effective registration statement under the Securities Act.

“IPO Price Threshold” means, with respect to an Award, the minimum IPO price per Unit of the Company (or its successor entity) that is necessary in order for such IPO to be eligible to constitute a Qualifying Liquidity Event, as determined by the Committee in its sole discretion and set forth in the applicable Award Agreement.

“Managing Member” shall have the meaning provided in Section 1 above.

“Participant” means an Employee, Consultant, Director or other Person who is granted an Award under the Plan and applicable Award Agreement, for so long as such Employee, Consultant, Director or Person continues to hold one or more Awards under the Plan.

“Payment Date” shall have the meaning provided in Section 5(c)(i), below.

“Performance-Vesting Component” shall have the meaning provided in Section 5(b)(ii), below.

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

“Plan” shall have the meaning provided in Section 1 above.

“Post-Termination Vesting Deadline” shall have the meaning provided in Section 5(d)(i) below.

“Pre-Liquidity Event Distributions” means, with respect to a Value Creation Unit, the aggregate per-Unit distributions, if any, paid generally to holders of the class of Units to which such Value Creation Unit relates during the period beginning on the grant date applicable to such Value Creation Unit and ending on the date on which a Qualifying Liquidity Event occurs with respect to such Value Creation Unit, provided, however, that in no event shall Pre-Liquidity Event Distributions include any Tax Distributions (as defined in the Company LLC Agreement) or similar distributions paid to holders of Units, except to the extent that any Tax Distributions or similar distributions offset operating or liquidating distributions, in each case, as determined by the Committee.

-3-

“Qualifying Liquidity Event” means, with respect to an Award, the consummation of the first to occur of an IPO or a Change in Control, in either case, that: (i) occurs no later than the Expiration Date of such Award, and (ii) (A) in the case of a Change in Control, results in an aggregate sale price at or above the applicable CIC Price Threshold, and (B) in the case of an IPO, occurs at or above the applicable IPO Price Threshold. For the avoidance of doubt, no more than one Qualifying Liquidity Event may occur under the Plan with respect to any Award.

“Restrictive Covenants” means, with respect to an Award, any noncompetition, nonsolicitation, nondisparagement, confidentiality or other restrictive covenants applicable to such Award, as set forth in the applicable Award Agreement.

“Retirement” means, in the case of a Participant who is a natural person, unless otherwise determined by the Committee, a Participant’s voluntary termination of Service upon or following the later to occur of (i) such Participant providing at least ten (10) years of continuous Service to the Company or an Affiliate of the Company, and (ii) such Participant attaining sixty (60) years of age.

“Securities Act” means the Securities Act of 1933, as amended.

“Service” means service as an Employee, Consultant or Director or, in the case of a Person other than an Employee, Consultant or Director, such service provided by such Person to the Company or to an Affiliate of the Company. The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to terminations of Service, including, without limitation, the question of whether and when a termination of Service occurred and/or resulted from a discharge for Cause, and all questions of whether particular changes in status or leaves of absence constitute a termination of Service, provided, however, that unless otherwise determined by the Committee, a termination of Service shall not be deemed to occur in the event of a termination where there is simultaneous commencement by the Participant of a service relationship with the Company or an Affiliate of the Company as an Employee, Director, Consultant or other Person.

“Service-Vesting Component” shall have the meaning set forth in Section 5(b)(i), below.

“Target Value” means, with respect to an Award, the target value of the Company (or a subsidiary or Affiliate of the Company, or any successor entity) that is necessary in order for such Award to satisfy the Target Value condition of the Performance-Vesting Component, which value may be denominated as an aggregate value, a per Unit value or otherwise, in any case, as determined by the Committee in its sole discretion and set forth in the applicable Award Agreement.

“Service-Vested Value Creation Unit” means, with respect to an Award, a Value Creation Unit subject thereto that has satisfied the applicable Service-Vesting Component set forth in Section 5(b)(i) below or in the applicable Award Agreement, as applicable.

“Unit” means a “Unit” of the Company as defined in the Company LLC Agreement or any equity interest in the Company (or a successor entity) into which any such Units may be converted in the future. With respect to Awards granted to non-US Participants, “Units” may also refer to units or other equity interests of a subsidiary or Affiliate of the Company (as determined by the Committee), as provided in Section 6(e) below.

-4-

“Value Creation Unit” means a notional interest granted under the Plan, the value of which (if any) is determined by reference to the value of a Unit on a Payment Date (less the applicable Benchmark Amount), subject to the vesting, forfeiture payment and other terms, conditions, restrictions and limitations set forth herein and in the applicable Award Agreement.

“Vesting Commencement Date” shall have the meaning provided in Section 5(b)(i), below.

3. Eligibility.

Employees, Directors, Consultants and other Persons shall be eligible to receive one or more grants of Value Creation Units under the Plan, as determined by the Committee.

4. Value Creation Units Authorized.

The Committee shall be authorized to issue Value Creation Units under the Plan in such number and relating to such Units as the Committee may determine in its sole discretion.

5. Terms of Value Creation Units.

(a) Grants of Awards. Subject to the provisions of the Plan, the Committee may, from time to time, select Employees, Directors, Consultants and other Persons to whom Value Creation Units shall be granted and, for each such Award, determine the terms and conditions of such Award in accordance with Section 6 below.

(b) Vesting. Unless otherwise determined by the Committee and set forth in an Award Agreement with respect to an Award, each Value Creation Unit subject to an Award shall become vested and nonforfeitable upon the satisfaction of both of the following vesting conditions as of any given date (“Fully-Vested Date”) with respect to such Value Creation Unit (a “Fully-Vested Value Creation Unit”):

(i) Service-Vesting Component. Unless otherwise determined by the Committee and set forth in an Award Agreement, twenty-five percent (25%) of the Value Creation Units subject to an Award shall satisfy the “Service-Vesting Component” on each of the first four (4) anniversaries of the applicable vesting commencement date specified in the applicable Award Agreement (the “Vesting Commencement Date”), such that 100% of the Value Creation Units will have satisfied the Service-Vesting Component as of the fourth (4^th) anniversary of such Vesting Commencement Date, in each case, subject to and conditioned upon the Participant’s continued Service through the applicable Service-vesting date (and rounded down to the nearest whole Value Creation Unit until the final Service-vesting date). Unless otherwise determined by the Committee, with respect to any Value Creation Units that have not satisfied the Service-Vesting Component as of the date on which any such Value Creation Units satisfy the Performance-Vesting Component, such Value Creation Units shall continue to satisfy the Service-Vesting Component on the applicable Service-vesting schedule and shall become Fully-Vested Value Creation Units on the applicable Service-vesting date(s) following the date, if any, on which the Performance-Vesting Component is satisfied (subject to and conditioned upon the Participant’s continued Service through the applicable Service-vesting date).

(ii) Performance-Vesting Component. Unless otherwise determined by the Committee and set forth in an Award Agreement, the Value Creation Units subject to an Award shall satisfy the “Performance-Vesting Component” upon the first to occur, on or prior to the Expiration Date, of either: (A) the Company’s achievement of the Target Value (as determined by the Committee in its sole discretion) or (B) the occurrence of a Qualifying Liquidity Event, in either case, with respect to a Value Creation Unit that remains outstanding as of immediately prior to such first-occurring event, and

-5-

(x) if such Value Creation Unit has become a Service-Vested Value Creation Unit as of the date on which the Performance-Vesting Component is satisfied, such Value Creation Unit shall become a Fully-Vested Value Creation Unit, or (y) if such Value Creation Unit has not satisfied the Service-Vesting Component as of such date, such Value Creation Unit shall remain outstanding and eligible to become a Fully-Vested Value Creation Unit in accordance with Section 5(b)(i) above.

For the avoidance of doubt, with respect to any Value Creation Unit granted hereunder, both the Performance-Vesting Component and Service-Vesting Component must be satisfied as of the applicable Fully-Vested Date in order for such Value Creation Unit to become a Fully-Vested Value Creation Unit.

(c) Payment of Value Creation Units.

(i) Payments of Fully-Vested Value Creation Units. Subject to Section 5(c)(ii) below, upon or within forty-five (45) days after any Value Creation Unit subject to an Award has become a Fully-Vested Value Creation Unit (with the actual payment date within such range determined by the Committee, the “Payment Date”), the Company (or, as applicable, any Affiliate of the Company) shall pay to the Participant holding such Award, with respect to each Fully-Vested Value Creation Unit subject thereto, an amount equal to: (A) (x) if the Performance-Vesting Component is satisfied due to the Company’s or such Affiliate’s attainment of the applicable Target Value, the value of a Unit as of the Payment Date or (y) if the Performance-Vesting Component is satisfied due to the occurrence of a Qualifying Liquidity Event, the per Unit consideration paid or payable in connection with such Qualifying Liquidity Event, in either case, with respect to the class of Units to which such Fully-Vested Value Creation Unit relates, minus (B) the applicable per Unit Benchmark Amount (if any), in each case, as determined by the Committee in its sole discretion (the “Per Unit Payment Amount”).

(ii) Deferred Consideration. Notwithstanding Section 5(c)(i) above, if (A) if the Performance-Vesting Component is satisfied due to the occurrence of a Qualifying Liquidity Event, (B) the Qualifying Liquidity Event is a Change in Control, (C) any portion of the consideration payable by the acquirer in the Change in Control will be payable (if at all) as Deferred Consideration and (D) any Value Creation Unit becomes a Fully-Vested Value Creation Unit prior to the final payment of all amounts payable in connection with such Change in Control, then the Company may, in the Committee’s discretion, pay proportionate amounts of any consideration payable in respect of such Fully-Vested Value Creation Units at such times and subject to such terms, conditions and limitations, in each case, as the Committee may determine, in any event, to the extent that such alternative payment timing will not result in income inclusion, taxes or penalties under Code Section 409A or any corresponding state statute.

(iii) Form of Payment. Any payment due to a Participant in respect of a Fully-Vested Value Creation Unit held by such Participant in accordance with this Section 5 may be paid to such Participant in cash or, subject to applicable foreign, federal and state securities laws, any such other form of consideration deemed appropriate by the Committee, including without limitation, securities of the Company, any acquiring or successor entity(ies) or any of their respective Affiliates.

(iv) Release/Acknowledgement. The Committee may, as a condition to any payment hereunder, require any Participant to execute a general release of claims or acknowledgement in a form prescribed by the Company.

(d) Termination of Service. Upon a Participant’s termination of Service, unless otherwise determined by the Committee and set forth in an applicable Award Agreement, the following provisions shall govern such Participant’s Value Creation Units to the extent that such Value Creation Units have not become Fully-Vested Value Creation Units as of the date of such termination of Service:

-6-

(i) Termination without Cause, Due to Death, Disability or Retirement. Upon a Participant’s termination of Service by the Company or an Affiliate thereof (as applicable) without Cause or, in the case of a Participant who is a natural person, due to the Participant’s death, Disability or Retirement, in any such case, subject to the Participant’s timely execution and non-revocation of a general release and waiver of claims in a form prescribed by the Company at the time of such termination of Service, unless otherwise specified in an applicable Award Agreement, any Value Creation Units that have become Service-Vested Value Creation Units as of the date of such termination (after taking into consideration any accelerated Service-vesting that may occur in connection with such termination, if any), will remain outstanding and eligible to become Fully-Vested Value Creation Units upon the satisfaction of the Performance-Vesting Component applicable to such Service-Vested Value Creation Units on or prior to the earlier to occur of (A) the second (2^nd) anniversary of such termination of Service, or (B) the Expiration Date (in either case, the “Post-Termination Vesting Deadline”). Any Value Creation Units that have not become Service-Vested Value Creation Units as of the date of any such termination of Service (after taking into consideration any accelerated Service-vesting that may occur in connection with such termination, if any) shall be forfeited and terminated upon such termination of Service without payment. In addition, any such Service-Vested Value Creation Units that do not become Fully-Vested Value Creation Units on or prior to the Post-Termination Vesting Deadline shall be forfeited and terminated upon the Post-Termination Vesting Deadline or, if earlier, upon any breach by the Participant of any applicable Restrictive Covenant (as determined by the Committee), in either case, without payment.

(ii) Other Terminations. Upon a Participant’s termination of Service for any reason not specified in Section 5(d)(i) above, including, without limitation, a termination by the Company or an Affiliate thereof (as applicable) for Cause or a resignation by the Participant (other than due to Retirement), all Value Creation Units held by such Participant that have not become Fully-Vested Value Creation Units as of the date of such termination of Service (whether or not such Value Creation Units have then become Service-Vested Value Creation Units) shall be forfeited and terminated upon such termination of Service without payment.

(e) Expiration. Any Value Creation Units subject to an Award that have not become Fully-Vested Value Creation Units as of the applicable Expiration Date, shall expire and be forfeited and terminated upon such Expiration Date without payment.

(f) Award Agreement. Each Award hereunder shall be evidenced by an Award Agreement containing such terms, conditions and limitations not inconsistent with the Plan as the Committee shall determine, including without limitation, the number of Value Creation Units, the class or type of Units to which such Value Creation Units relate, the applicable Vesting Commencement Date, the Target Value, the CIC Price Threshold and IPO Price Threshold, the applicable Benchmark Amount (if any), applicable Restrictive Covenants (if any), applicable vesting conditions (to the extent different from those set forth in Section 5(b) above), the applicable Expiration Date and such the other terms and conditions as the Committee may determine.

6. Administration.

(a) General. The Plan will be administered by the Committee. The Committee is hereby authorized to determine which Employees, Consultants, Directors and/or other Persons will receive Awards, to grant Awards and to set all terms and conditions of Awards (including without limitation the terms and conditions contemplated by Section 5(f) above). In addition, the Committee is hereby authorized to take all actions and make all determinations contemplated by the Plan and any Award Agreements and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Committee may accelerate the vesting of any Award in its sole discretion from time

-7-

to time. The Committee may correct any defect or ambiguity, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards into effect, as determined by the Committee. The Committee shall make all determinations under the Plan in its sole discretion and all such determinations shall be final and binding on all Persons having or claiming any interest in the Plan, in any Award and/or in any Value Creation Units. No member of the Committee (or Person acting on behalf of the Committee) shall be liable for any action or determination made in good faith with respect to the Plan or any Award.

(b) Delegation of Authority. To the extent permitted by applicable law, the Managing Member may delegate any or all of its powers under the Plan to the Board or to one or more committees of the Board. The Managing Member may abolish any committee of the Board at any time and/or re-vest in itself any previously delegated authority.

(c) Changes in Capitalization. Without limiting the generality of any other provision hereof, in the event of any change in capitalization of the Company or an Affiliate of the Company, including but not limited to any non-cash distribution, Unit split or combination, exchange of Units, extraordinary distribution, creation or issuance of new Units or a new class of Units or change of legal form or any other change, transaction or occurrence that affects the Units, other equity securities of the Company or any of its Affiliates or the value thereof, the Committee may make such equitable adjustments to the Plan and to outstanding Awards as it deems necessary or appropriate to reflect such transaction or occurrence, including without limitation, adjustments to (i) the number and kind of Value Creation Units subject to outstanding Awards; and/or (ii) the terms and conditions of any outstanding Awards. Any such actions or determinations will be final and binding on all Persons having or claiming any interest in the Plan.

(d) Experts. In making any determinations under the Plan or any Award Agreement, the Committee may, but shall have no obligation to, employ attorneys, consultants, accountants, appraisers, brokers, or other Persons, and the Committee, the Company and its officers and Directors, as applicable, shall be entitled to rely upon the advice, opinions and/or valuations of any such Persons.

(e) Non-US Participants. The Committee may modify the terms and conditions of the Plan and/or any Award with respect to Participants who are residents of a country other than the United States and/or establish subplans or procedures under the Plan with respect to Awards and/or Award Agreements in such foreign jurisdictions. Without limiting the foregoing, the Value Creation Units subject to any such Award may be granted by or may relate to, or be valued by reference to, units or other equity interests of, a subsidiary or Affiliate of the Company (in which case, the term “Units” shall refer to such units or equity interests) and any payment made with respect to such Award may be paid by or charged to any such subsidiary or Affiliate and may be paid in US dollars or local currency (at such currency conversion rate as may be established by the Committee), in each case, as determined by the Committee in its sole discretion.

7. Amendment, Termination or Suspension of the Plan, Awards. The Committee may amend, suspend or terminate the Plan or any Award at any time or from time to time, provided, however, that no such amendment, suspension or termination shall materially impair the rights and obligations under any outstanding Award, except in the case of any amendments pursuant to Section 8 hereof or with the written consent of the affected Participant. In no event shall any Value Creation Units be granted under the Plan during any period of suspension of the Plan or after the Plan terminates in accordance with this Section 7. Following the termination of any Value Creation Units, whether due to the Participant’s termination of Service, the expiration of the Award, termination in accordance with this Section 7 or otherwise, the Participant shall have no right to any payment or any other interest arising in connection with such terminated Value Creation Units or the Plan, and the Company and its Affiliates shall have no further obligation with respect to thereto.

-8-

8. Code Section 409A. This Plan and all Awards and Value Creation Units granted hereunder shall be interpreted and administered in all respects in accordance with the requirements of Code Section 409A to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, in the event that, following the Effective Date, the Committee nevertheless determines that any Value Creation Units may be or become subject to Code Section 409A or any similar state statute, the Committee is hereby authorized (without any obligation to do so or to indemnify any Participant or any other Person for any failure to do so), in its discretion, to adopt such amendments to the Plan and/or the applicable Award Agreement(s) or to adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Committee determines to be necessary or appropriate to cause the Value Creation Units to comply with Code Section 409A (and any similar state statute) or an exemption therefrom and thereby avoid any income inclusion requirements and additional taxes thereunder.

9. Section 280G Cap.

(a) Cutback. Notwithstanding any other provision of the Plan or any Award Agreement hereunder, in the event that any payment or benefit received or to be received by any Participant (including any payment or benefit received in connection with a termination of such Participant’s Service with the Company or any of its Affiliates), whether pursuant to the terms of the Plan, any Award Agreement or any other plan, arrangement or agreement (all such payments and benefits, including any payments under Section 5(c) hereof, being hereinafter referred to as the “Total Payments”) would, but for this Section 9, be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments under the Plan shall be reduced (if necessary, to zero) to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax. If a reduction in the Total Payments is to be made, except as provided in the following sentence, the Total Payments will be paid only to the extent permitted by the preceding sentence, and the Participant will have no rights to any additional payments and/or benefits constituting the Total Payments. Notwithstanding the foregoing, the provisions of this Section 9 shall not apply to reduce the Total Payments if the Total Payments that would otherwise be subject to the Excise Tax are disclosed to and approved by the Company’s unitholders in accordance with Section 280G(b)(5)(B) of the Code and applicable treasury regulations. In no event will the Company, any of its Affiliates or any respective stockholder thereof be liable to any Participant for any amounts not paid as a result of the operation of this Section 9.

(b) Certain Exclusions. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, no portion of the Total Payments the receipt or enjoyment of which any Participant has waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account.

10. Tax Consequences. None of the Company, its Affiliates, the Managing Member, the Board or the Committee makes any commitment or guarantee that any federal, state, local or foreign tax treatment will (or will not) apply or be available to any Participant. Each Participant, by acceptance of an Award, is deemed to represent that the Participant has consulted with any tax consultants that he or she deems advisable in connection with the Award and that the Participant is not relying on the Company, any of its Affiliates, the Managing Member, the Board, the Committee or any officer, Director or Employee of the Company or its Affiliates for tax advice.

-9-

11. Miscellaneous Provisions.

(a) Withholding. The Company (or, as applicable, an Affiliate thereof) shall be entitled to deduct and withhold from any amounts payable under this Plan or any Award Agreement all federal, state, local and/or foreign taxes, as the Committee determines to be legally required pursuant to any applicable laws or regulations. In addition, the Committee may require a Participant, as a condition to the payment of any Award (or portion thereof), to satisfy any such withholding obligations by tendering a cash payment to the Company or such Affiliate (as applicable).

(b) No Right to Participate or Continue Service. No Employee, Director, Consultant or other Person shall have any claim or right to be granted any Value Creation Units under the Plan. Neither the Plan nor any Award shall confer upon any Participant or any other Person any right with respect to the establishment or continuation of any Service relationship with the Company or any of its Affiliates, nor shall the existence of the Plan or any Award interfere in any way with a Participant’s right or the Company’s or such Affiliate’s right to terminate a Participant’s Service at any time, and such rights are hereby expressly reserved.

(c) Value Creation Units Not Transferable. No Value Creation Unit or any interest therein shall be subject in any manner to anticipation, alienation, sale, assignment, transfer, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void ab initio. Payments with respect to Value Creation Units held by a Participant shall be made only to (i) such Participant; (ii) in the case of a Participant who is a natural person, such Participant’s guardian or legal representative; or (iii) in the case of a Participant who is a natural person, and in the event of such Participant’s death prior to any payment owing in respect of a Value Creation Unit, to such Participant’s estate.

(d) Compliance with Law. The Plan, the granting and vesting of Value Creation Units under the Plan and any payment in respect of Value Creation Units are subject to compliance with all applicable federal, state and foreign laws, rules and regulations and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any equity securities that may become deliverable under the Plan (if any) shall be subject to the foregoing restrictions and the Person acquiring any such equity securities shall, if requested by the Company, provide such assurances and representations as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. If the Company is unable to obtain from any regulatory commission or agency having authority over the Plan the authority which counsel for the Company deems necessary for the lawful issuance of Value Creation Units under the Plan, the Company shall be relieved from any liability for failure to issue Value Creation Units or provide for their settlement unless and until such authority is obtained. To the extent permitted by applicable law, the Plan and any Value Creation Units awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

(e) No Limitations on Company Action. For the avoidance of doubt, neither the existence of the Plan nor any Award hereunder shall create or be deemed to create any obligation on the part of the Company to seek the consent of any Participant or any other Person in order to take any corporate action or make any amendment to the Company LLC Agreement, including, without limitation, an amendment to increase the number of outstanding Units and/or add new classes of Units.

(f) Unfunded Plan. Nothing in the Plan or any Award Agreement shall entitle a Participant to payment of any specified property or payment out of a trust fund or other security device created for the benefit of Participants. Any claim to payment which a Participant has with respect to Value Creation Units shall be only as a general creditor of the Company (or, as applicable, any Affiliate of the Company). The Company’s obligations under the Plan are both unfunded and unsecured and shall not be construed to cause a Participant to recognize taxable income prior to the time that a payment is actually paid to that Participant in accordance with the Plan. The liability for payment with respect to Value Creation Units is a liability of the Company (or such Affiliate, as applicable) alone and not of any Employee, officer, Director, member or, except to the extent determined by the Committee as provided in Section 6(e) above, Affiliate of the Company.

-10-

(g) Not Equity Interests. No Participant or successor in interest shall be deemed to be a member of the Company or any Affiliate of the Company or to have any right to receive any securities of the Company or any Affiliate of the Company solely by virtue of the Plan or any Award. Value Creation Units represent only a potential payment in cash or securities (as determined by the Committee) that may become payable on the terms and conditions set forth in the Plan. Unless otherwise determined by the Committee, awards under the Plan shall not represent actual Units or other equity interests in the Company or any Affiliate of the Company or a security interest in any of the assets held by the Company or its Affiliates. Notwithstanding the foregoing or anything to the contrary contained herein or in any Award Agreement, if the Committee determines that a Value Creation Unit or the form of payment with respect to a Value Creation Unit shall constitute a security of the Company, its Affiliates or their respective successors, or any other entities, no such security shall be issued to any Participant unless such security is then registered under the Securities Act and applicable state securities laws or, if such security is not then so registered, the Committee has determined that such issuance would be exempt from the registration requirements of the Securities Act and applicable state securities laws.

(h) Special Incentive Compensation. By acceptance of an Award hereunder, each Participant shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement, life insurance, disability, severance or other employee benefit plan of the Company or any of its Affiliates.

(i) Severability. If any provision of the Plan or any Award is, becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(j) Notice. Any notice required to be given hereunder shall be considered given and received by the addressee on the date the Committee mails such notice by common carrier (or emails such notice) to such addressee at the address (or email address, as applicable) on file with the Company or any of its Affiliates.

(k) Captions. The captions contained in this Plan are for convenience only and shall have no bearing on the meaning, construction or interpretation of the Plan’s provisions.

(l) Entire Agreement. With respect to a Participant, this Plan (including any subplans, addenda or appendices adopted pursuant to the Plan), together with any Award Agreements with such Participant, contains the entire agreement of the parties relating to the subject matter hereof.

(m) Choice of Law. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state’s conflict of laws rules.

-11-

EX-99.2

Exhibit 99.2

AMENDED AND RESTATED LINEAGE LOGISTICS HOLDINGS, LLC

2015 VALUE CREATION UNIT PLAN

1. Purpose of the Plan.

This Amended and Restated Lineage Logistics Holdings, LLC 2015 Value Creation Unit Plan (the “Plan”) has been adopted by the Managing Member (the “Managing Member”) of Lineage Logistics Holdings, LLC (the “Company”). The Plan is intended to promote the interests of the Company and its Affiliates by providing certain Employees, Directors and Consultants (each as defined below) with an opportunity to participate in certain appreciation in the Company’s value upon the occurrence of a Qualifying Liquidity Event (as defined below), subject to the terms and conditions set forth herein, so as to enhance the Company’s ability to attract and retain individuals of exceptional talent to contribute to the sustained progress, growth and profitability of the Company and its Affiliates. The Plan amends and restates in its entirety that certain Lineage Logistics, LLC 2015 Value Creation Unit Plan (the “Original Plan”).

2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Award” means an award of Value Creation Units granted under the Plan.

“Award Agreement” means the written or electronic agreement evidencing an Award.

“Benchmark Amount” means a threshold set forth in an Award Agreement (if any) below which a Value Creation Unit shall not participate in Qualifying Liquidity Event proceeds, which threshold may be denominated in aggregate proceeds, per Unit proceeds or otherwise, in any case, as determined by the Committee.

“Board” shall mean the Board of Directors of the Company.

“Cause” means, in respect of a Participant, either (i) the definition of “Cause” contained in an effective, written Service agreement between the Participant and the Company or an Affiliate of the Company; or (ii) if no such agreement exists or such agreement does not define Cause, then Cause shall be determined by the Committee in its sole discretion. The findings and decision of the Committee with respect to any Cause determination will be final for all purposes.

“Change in Control” means (i) a merger or consolidation of the Company with or into any other corporation or other entity or Person, (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets or (iii) any other transaction, including the sale by the Company of new equity securities or a transfer of existing equity securities of the Company, the result of which is that a third party not

an Affiliate of the Company (or a group of third parties not an Affiliate of the Company) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided, however, that none of the following events shall constitute a “Change in Control”: (A) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to such transaction hold, directly or indirectly, at least a majority of the voting securities in the successor corporation immediately after such transaction; (B) a sale, lease, exchange or other disposition in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an Affiliate of the Company; (C) an IPO (the impact of which is discussed in Section 5 below), (D) a reorganization of the Company solely to change its jurisdiction; or (E) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any Award that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A), the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such Award, to the extent required by Code Section 409A.

“CIC Price Threshold” means, as set forth with respect to an Award in the applicable Award Agreement, the minimum purchase price paid or to be paid to the Company (in the case of an asset sale) or the holders of Company Units (in the case of an equity sale, merger or similar transaction) per Unit of the Company in connection with a Change in Control that is necessary in order for such Change in Control to be eligible to constitute a Qualifying Liquidity Event, (i) taking into account Pre-Liquidity Event Distributions, Deferred Consideration and transaction expenses, in each case, in such manner and to such extent as is determined by the Committee, and (ii) valuing any securities and other non-cash property payable as purchase consideration in such manner as the Committee determines.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Managing Member or the Board or a committee thereof as may be appointed by the Managing Member to administer the Plan.

“Company” shall have the meaning provided in Section 1 above.

“Company LLC Agreement” means the Second Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC, as may be amended from time to time.

“Consultant” means an individual who renders consulting or advisory services to the Company or an Affiliate of the Company and who, to the extent required by applicable securities laws (if any), qualifies as a “consultant or advisor” within the meaning of Rule 701 of the Securities Act.

-2-

“Deferred Consideration” means, in connection with a Change in Control, any amounts of consideration payable by the acquiror(s) after the consummation of the Change in Control, including any post-closing purchase price adjustment, earn-out, holdback (whether or not escrowed) or any other form of deferred consideration, but excluding any closing-date payments that are delayed beyond the closing of the Change in Control solely for administrative convenience, as determined by the Committee.

“Director” means a member of the Board.

“Disability” shall mean that a Participant has become “disabled” within the meaning of Code Section 409A.

“Effective Date” means February 18, 2015, the date on which the Original Plan was adopted by the Managing Member.

“Employee” means an employee of the Company or an Affiliate of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fully-Vested Value Creation Unit” shall have the meaning provided in Section 5(b) below.

“IPO” means an initial public offering of equity securities by the Company (or any successor entity thereto) pursuant to an effective registration statement under the Securities Act.

“IPO Price Threshold” means, as set forth with respect to an Award in the applicable Award Agreement, the minimum initial public offering price per Unit of the Company (or its successor entity) that is necessary in order for such IPO to be eligible to constitute a Qualifying Liquidity Event.

“Managing Member” shall have the meaning provided in Section 1 above.

“Original Plan” shall have the meaning provided in Section 1 above.

“Participant” means an Employee, Consultant or Director who is granted an Award under the Plan for so long as such Employee, Consultant or Director continues to hold one or more Awards under the Plan.

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

“Plan” shall have the meaning provided in Section 1 above.

“Post-Termination Vesting Deadline” shall have the meaning provided in Section 5(d)(i) below.

-3-

“Pre-Liquidity Event Distributions” means, with respect to a Value Creation Unit, the aggregate per-Unit distributions, if any, paid generally to holders of the class of Units to which such Value Creation Unit relates during the period beginning on the grant date applicable to such Value Creation Unit and ending on the date on which a Qualifying Liquidity Event occurs with respect to such Value Creation Unit, provided, however, that in no event shall Pre-Liquidity Event Distributions include any Tax Distributions (as defined in the LLC Agreement) or similar distributions paid to holders of Units, except to the extent that any Tax Distributions or similar distributions offset operating or liquidating distributions, in each case, as determined by the Committee.

“Qualifying Liquidity Event” means, with respect to an Award, the first to occur of an IPO or a Change in Control that both (i) occurs no later than the seventh (7^th) anniversary of the grant date of such Award, and (ii) (A) in the case of a Change in Control, results in an aggregate sale price at or above the applicable CIC Price Threshold, and (B) in the case of an IPO, occurs at or above the applicable IPO Price Threshold. For the avoidance of doubt, no more than one Qualifying Liquidity Event may occur under the Plan with respect to any Award.

“Restrictive Covenants” means, with respect to an Award, any noncompetition, nonsolicitation, nondisparagement, confidentiality or other restrictive covenants applicable to such Award, as set forth in the applicable Award Agreement.

“Retirement” means a Participant’s voluntary termination of Service upon or following the later to occur of (i) such Participant providing at least ten (10) years of continuous Service to the Company or its Affiliates, and (ii) such Participant attaining sixty (60) years of age.

“Securities Act” means the Securities Act of 1933, as amended.

“Service” means service as an Employee, Consultant or Director. The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to terminations of Service, including, without limitation, the question of whether and when a termination of Service occurred and/or resulted from a discharge for Cause, and all questions of whether particular changes in status or leaves of absence constitute a termination of Service, provided, however, that unless otherwise determined by the Committee, a termination of Service shall not be deemed to occur in the event of a termination where there is simultaneous commencement by the Participant of a relationship with the Company or an Affiliate of the Company as an Employee, Director or Consultant.

“Service-Vested Value Creation Unit” means a Value Creation Unit with respect to which the Service-vesting requirements set forth in Section 5(b) below or the applicable Award Agreement, as applicable, have been satisfied.

“Unit” means a “Unit” of the Company as defined in the LLC Agreement or any equity interest in the Company (or a successor entity) into which any Company Units may be converted in the future.

-4-

“Value Creation Unit” means a notional interest granted under the Plan, the value of which (if any) is determined by reference to the value of a Unit on a Qualifying Liquidity Event, subject to the vesting, forfeiture payment and other terms, conditions, restrictions and limitations set forth herein and in the applicable Award Agreement.

3. Eligibility.

Employees, Directors and Consultants shall be eligible to receive one or more grants of Value Creation Units under the Plan, as determined by the Committee.

4. Value Creation Units Authorized.

The Committee shall be authorized to issue Value Creation Units under the Plan in such number and relating to such Units as the Committee may determine in its sole discretion.

5. Terms of Value Creation Units.

(a) Grants of Awards. Subject to the provisions of the Plan, the Committee may, from time to time, select Employees, Directors and/or Consultants to whom Value Creation Units shall be granted and, for each such Award, determine the terms and conditions of such Award in accordance with Section 6 below.

(b) Vesting. Each Value Creation Unit shall become vested and nonforfeitable (a “Fully-Vested Value Creation Unit”) upon the satisfaction of both of the following vesting conditions with respect to such Value Creation Unit:

(i) Service Vesting Component. Unless otherwise determined by the Committee and provided in an Award Agreement, each Award shall satisfy the Service-vesting component as to twenty-five percent (25%) of the Value Creation Units subject thereto on each of the first four (4) anniversaries of the applicable vesting commencement date specified in the applicable Award Agreement, subject to and conditioned upon the Participant’s continued Service through the applicable vesting commencement date anniversary. Unless otherwise determined by the Committee, any Value Creation Units that have not satisfied the Service-vesting component as of the date of a Qualifying Liquidity Event with respect to such Value Creation Units shall continue to satisfy the Service-vesting component on the applicable Service-vesting schedule and shall become Fully-Vested Value Creation Units on the applicable Service-vesting date(s) following such Qualifying Liquidity Event (subject to continued Service through the applicable Service-vesting date).

(ii) Qualifying Liquidity Event Vesting Component. Upon the occurrence of a Qualifying Liquidity Event with respect to a Value Creation Unit that remains outstanding as of immediately prior to such Qualifying Liquidity Event (taking into consideration any forfeitures contemplated by Sections 5(d) or 5(e) below), such Value Creation Unit shall satisfy the Qualifying Liquidity Event vesting component and either (i) if such Value Creation Unit has become a Service-Vested Value Creation Unit as of the date of the Qualifying Liquidity Event, become a Fully-Vested Value Creation Unit, or (ii) if such Value Creation Unit has not satisfied the Service-vesting component as of the date of the Qualifying Liquidity Event, remain outstanding and eligible to become a Fully-Vested Value Creation Unit in accordance with Section 5(b)(i) above.

-5-

(c) Payment of Value Creation Units.

(i) Payments of Fully-Vested Value Creation Units. Subject to Section 5(c)(ii) below, upon or within forty-five (45) days after any Value Creation Unit subject to an Award has become a Fully-Vested Value Creation Unit (with the actual payment date determined by the Committee), the Company shall pay to the Participant holding such Award, with respect to each Fully-Vested Value Creation Unit subject thereto, an amount equal to: (A) the per Unit consideration paid or payable in connection with the Qualifying Liquidity Event applicable to such Value Creation Unit with respect to the class of Units to which such Value Creation Unit relates, minus (B) the applicable per Unit Benchmark Amount (if any), in each case, as determined by the Committee (the “Per Unit Payment Amount”).

(ii) Deferred Consideration. Notwithstanding Section 5(c)(i) above, if (A) a Qualifying Liquidity Event is a Change in Control, (B) any portion of the consideration payable by the acquirer in the Change in Control will be payable (if at all) as Deferred Consideration and (C) any Value Creation Unit becomes a Fully-Vested Value Creation Unit prior to the final payment of all amounts payable in connection with such Change in Control, then the Company may, in the Committee’s discretion, pay proportionate amounts of any consideration payable in respect of such Fully-Vested Value Creation Units at such times and subject to such terms, conditions and limitations, in each case, as the Committee may determine, in any event, to the extent that such alternative payment timing will not result in income inclusion, taxes or penalties under Code Section 409A or any corresponding state statute.

(iii) Form of Payment. Any payment due to a Participant in accordance with this Section 5(c) may be paid in cash or, subject to applicable federal and state securities laws, any such other form of consideration deemed appropriate by the Committee, including without limitation, securities of the Company, any acquiring or successor entity(ies) or any of their respective Affiliates.

(d) Termination of Service. Upon a Participant’s termination of Service, unless otherwise specified in an applicable Award Agreement, the following provisions shall govern such Participant’s Value Creation Units to the extent that such Value Creation Units have not become Fully-Vested Value Creation Units as of the date of such termination of Service:

(i) Termination without Cause, Due to Death, Disability or Retirement. Upon a Participant’s termination of Service by the Company without Cause or due to the Participant’s death, Disability or Retirement, in any such case, subject to the Participant’s timely execution and non-revocation of a general release and waiver of claims in a form prescribed by the Company at the time of such termination of Service, unless otherwise specified in an applicable Award Agreement, any Value Creation Units that have become Service-Vested Value Creation Units as of the date of such termination (after taking into consideration any accelerated Service-vesting that may occur in connection with such

-6-

termination, if any), will remain outstanding and eligible to become Fully-Vested Value Creation Units upon the consummation of a Qualifying Liquidity Event that occurs on or prior to the earlier to occur of (A) the second (2^nd) anniversary of such termination or (B) the expiration date specified in the applicable Award Agreement (in either case, the “Post-Termination Vesting Deadline”). Any Value Creation Units that have not become Service-Vested Value Creation Units as of the date of any such termination of Service shall be forfeited and terminated upon such termination of Service without payment. In addition, any such Service-Vested Value Creation Units that do not become Fully-Vested Value Creation Units in connection with a Qualifying Liquidity Event occurring on or prior to the Post-Termination Vesting Deadline shall be forfeited and terminated upon the Post-Termination Vesting Deadline or, if earlier, upon any breach by the Participant of any applicable Restrictive Covenant (as determined by the Committee), in either case, without payment.

(ii) Other Terminations. Upon a Participant’s termination of Service for any reason not specified in Section 5(d)(i) above, including, without limitation, a termination by the Company for Cause or a resignation by the Participant (other than due to Retirement), all Value Creation Units held by such Participant that have not become Fully-Vested Value Creation Units as of the date of such termination (whether or not such Value Creation Units have then become Service-Vested Value Creation Units) shall be forfeited and terminated upon such termination of Service without payment.

(e) Expiration. If a Participant holds Value Creation Units that have not become Fully-Vested Value Creation Units as of the expiration date set forth in the applicable Award Agreement, such Value Creation Units shall expire and be forfeited and terminated upon such expiration date without payment.

(f) Award Agreement. Each grant of Value Creation Units hereunder shall be evidenced by an Award Agreement containing such terms, conditions and limitations not inconsistent with the Plan as the Committee shall determine, including without limitation, the number of Value Creation Units, the class of Units to which such Value Creation Units relate, the applicable CIC Price Threshold and IPO Price Threshold, the applicable Benchmark Amount (if any), applicable Restrictive Covenants (if any), applicable vesting conditions (to the extent different from those set forth in Section 5(b) above), applicable expiration date and such the other terms and conditions as the Committee may determine.

6. Administration.

(a) General. The Plan will be administered by the Committee. The Committee is hereby authorized to determine which Employees, Consultants and/or Directors will receive Awards, to grant Awards and to set all terms and conditions of Awards (including without limitation the terms and conditions contemplated by Section 5(f) above). In addition, the Committee is hereby authorized to take all actions and make all determinations contemplated by the Plan and any Award Agreements and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Committee may accelerate the vesting of any Award in its sole discretion. The Committee may correct any defect or ambiguity, supply any omission or reconcile any inconsistency in the Plan or any

-7-

Award in the manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards into effect, as determined by the Committee. The Committee shall make all determinations under the Plan in its sole discretion and all such determinations shall be final and binding on all Persons having or claiming any interest in the Plan, in any Award and/or in any Value Creation Units. No member of the Committee (or person acting on behalf of the Committee) shall be liable for any action or determination made in good faith with respect to the Plan or any Award.

(b) Delegation of Authority. To the extent permitted by applicable law, the Managing Member may delegate any or all of its powers under the Plan to the Board or to one or more committees of the Board. The Managing Member may abolish any committee of the Board at any time and/or re-vest in itself any previously delegated authority.

(c) Changes in Capitalization. Without limiting the generality of any other provision hereof, in the event of any change in capitalization of the Company, including but not limited to any non-cash distribution, Unit split or combination, exchange of Units, extraordinary distribution or any other change involving the Units that would unjustly dilute or enlarge the benefits contemplated by the Plan and/or any outstanding Award(s), as determined by the Committee, the Committee may make such equitable adjustments to outstanding Value Creation Units as it deems necessary or appropriate to prevent such unjust dilution or enlargement, including without limitation, adjustments to (i) the aggregate number and kind of Value Creation Units that may be issued under the Plan; (ii) the number and kind of Value Creation Units subject to outstanding Awards; and/or (iii) the terms and conditions of any outstanding Awards.

(d) Experts. In making any determinations under the Plan or any Award Agreement, the Committee may, but shall have no obligation to, employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Committee, the Company and its officers and Directors, as applicable, shall be entitled to rely upon the advice, opinions and/or valuations of any such persons.

7. Amendment, Termination or Suspension of the Plan, Awards. The Committee may amend, suspend or terminate the Plan or any Award at any time or from time to time, provided, however, that no such amendment, suspension or termination shall impair the rights and obligations under any outstanding Award, except in the case of any amendments pursuant to Section 8 hereof or with the written consent of the affected Participant. In no event shall any Value Creation Units be granted under the Plan during any period of suspension of the Plan or after the Plan terminates in accordance with this Section 7. Following the termination of any Value Creation Units, whether due to the Participant’s termination of Service, the expiration of the Award, termination in accordance with this Section 7 or otherwise, the Participant shall have no right to any payment or any other interest arising in connection with such terminated Value Creation Units or the Plan, and the Company and its Affiliates shall have no further obligation with respect to thereto.

-8-

8. Code Section 409A. This Plan and all Awards and Value Creation Units granted hereunder shall be interpreted and administered in all respects in accordance with the requirements of Code Section 409A to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, in the event that, following the Effective Date, the Committee nevertheless determines that any Value Creation Units may be or become subject to Code Section 409A or any similar state statute, the Committee is hereby authorized (without any obligation to do so or to indemnify any Participant or any other Person for any failure to do so), in its discretion, to adopt such amendments to the Plan and/or the applicable Award Agreement(s) or to adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Committee determines to be necessary or appropriate to cause the Value Creation Units to comply with Code Section 409A (and any similar state statute) or an exemption therefrom and thereby avoid any income inclusion requirements and additional taxes thereunder.

9. Section 280G Cap.

(a) Cutback. Notwithstanding any other provision of the Plan or any Award Agreement hereunder, in the event that any payment or benefit received or to be received by any Participant (including any payment or benefit received in connection with a termination of such Participant’s Service with the Company or any of its Affiliates), whether pursuant to the terms of the Plan, any Award Agreement or any other plan, arrangement or agreement (all such payments and benefits, including any payments under Section 5(c) hereof, being hereinafter referred to as the “Total Payments”) would, but for this Section 9, be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments under the Plan shall be reduced (if necessary, to zero) to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax. If a reduction in the Total Payments is to be made, except as provided in the following sentence, the Total Payments will be paid only to the extent permitted by the preceding sentence, and the Participant will have no rights to any additional payments and/or benefits constituting the Total Payments. Notwithstanding the foregoing, the provisions of this Section 9 shall not apply to reduce the Total Payments if the Total Payments that would otherwise be subject to the Excise Tax are disclosed to and approved by the Company’s unitholders in accordance with Section 280G(b)(5)(B) of the Code and applicable treasury regulations. In no event will the Company or any stockholder be liable to any Participant for any amounts not paid as a result of the operation of this Section 9.

(b) Certain Exclusions. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, no portion of the Total Payments the receipt or enjoyment of which any Participant has waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account.

10. Tax Consequences. None of the Company, the Managing Member, the Board or the Committee makes any commitment or guarantee that any federal, state or local tax treatment will (or will not) apply or be available to any Participant. Each Participant, by acceptance of an Award, is deemed to represent that the Participant has consulted with any tax consultants that he or she deems advisable in connection with the Award and that the Participant is not relying on the Company, the Committee or any officer, Director or Employee of the Company or its Affiliates for tax advice.

-9-

11. Miscellaneous Provisions.

(a) Withholding. The Company shall be entitled to deduct and withhold from any amounts payable under this Plan or any Award Agreement all federal, state, local and/or foreign taxes, as the Committee determines to be legally required pursuant to any applicable laws or regulations. In addition, the Committee may require a Participant, as a condition to the payment of any Award, to satisfy any such withholding obligations by tendering a cash payment to the Company.

(b) No Right to Participate or Continue Service. No Employee, Director, Consultant or other Person shall have any claim or right to be granted any Value Creation Units under the Plan. Neither the Plan nor any Award shall confer upon any Participant or any other Person any right with respect to the establishment or continuation of any Service relationship with the Company or any of its Affiliates, nor shall the existence of the Plan or any Award interfere in any way with a Participant’s right or the Company’s right to terminate a Participant’s Service at any time, and such rights are hereby expressly reserved.

(c) Value Creation Units Not Transferable. No Value Creation Unit shall be subject in any manner to anticipation, alienation, sale, assignment, transfer, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void ab initio. Payments with respect to Value Creation Units held by a Participant shall be made only to such Participant or his or her guardian or legal representative or, in the event of the Participant’s death prior to any payment owing in respect of a Value Creation Unit, to the Participant’s estate.

(d) Compliance with Law. The Plan, the granting and vesting of Value Creation Units under the Plan and any payment in respect of Value Creation Units are subject to compliance with all applicable federal and state laws, rules and regulations and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any equity securities that may become deliverable under the Plan (if any) shall be subject to the foregoing restrictions and the person acquiring any such equity securities shall, if requested by the Company, provide such assurances and representations as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. If the Company is unable to obtain from any regulatory commission or agency having authority over the Plan the authority which counsel for the Company deems necessary for the lawful issuance of Value Creation Units under the Plan, the Company shall be relieved from any liability for failure to issue Value Creation Units or provide for their settlement unless and until such authority is obtained. To the extent permitted by applicable law, the Plan and any Value Creation Units awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

-10-

(e) No Limitations on Company Action. For the avoidance of doubt, neither the existence of the Plan nor any Award hereunder shall create or be deemed to create any obligation on the part of the Company to seek the consent of any Participant or any other Person in order to take any corporate action or make any amendment to the LLC Agreement, including, without limitation, an amendment to increase the number of outstanding Units and/or add new classes of Units.

(f) Unfunded Plan. Nothing in the Plan or any Award Agreement shall entitle a Participant to payment of any specified property or payment out of a trust fund or other security device created for the benefit of Participants. Any claim to payment which a Participant has with respect to Value Creation Units shall be only as a general creditor of the Company. The Company’s obligations under the Plan are both unfunded and unsecured and shall not be construed to cause a Participant to recognize taxable income prior to the time that a payment is actually paid to that Participant in accordance with the Plan. The liability for payment with respect to Value Creation Units is a liability of the Company alone and not of any Employee, officer, Director, member or Affiliate of the Company.

(g) Not LLC Interests. No Participant or successor in interest shall be deemed to be a member of the Company or any Affiliate of the Company or to have any right to receive any securities of the Company or any Affiliate of the Company solely by virtue of the Plan or any Award. No Participant or successor in interest shall have any right or entitlement to receive payment of any Pre-Liquidity Event Distributions at any time. Value Creation Units represent only a potential payment in cash or securities (as determined by the Committee) that may become payable on the terms and conditions set forth in the Plan. Unless otherwise determined by the Committee, awards under the Plan shall not represent actual Units or other equity interests in the Company or a security interest in any of the assets held by the Company. Notwithstanding the foregoing or anything to the contrary contained herein or in any Award Agreement, if the Committee determines that a Value Creation Unit or the form of payment with respect to a Value Creation Unit shall constitute a security of the Company, its successors, or any other entities, no such security shall be issued to any Participant unless such security is then registered under the Securities Act and applicable state securities laws or, if such security is not then so registered, the Committee has determined that such issuance would be exempt from the registration requirements of the Securities Act and applicable state securities laws.

(h) Special Incentive Compensation. By acceptance of an Award hereunder, each Participant shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement, life insurance, disability, severance or other employee benefit plan of the Company or any of its Affiliates.

(i) Severability. If any provision of the Plan or any Award is, becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

-11-

(j) Notice. Any notice required to be given hereunder shall be considered given and received by the addressee on the date the Committee mails such notice by common carrier to such addressee at the address on file with the Company.

(k) Captions. The captions contained in this Plan are for convenience only and shall have no bearing on the meaning, construction or interpretation of the Plan’s provisions.

(l) Entire Agreement. This Plan, together with any Award Agreements, contains the entire agreement of the parties relating to the subject matter hereof.

(m) Choice of Law. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state’s conflict of laws rules.

-12-

EX-99.3

Exhibit 99.3

OMNIBUS SUPPLEMENT AND AMENDMENT “A”

TO LINEAGE VALUE CREATION UNIT PLANS

This Omnibus Supplement and Amendment “A” (this “Supplement A”) is made and adopted by Lineage Logistics Holdings, LLC (the “Company”), Lineage Dutch Bidco B.V. (“Lineage Dutch Bidco”) and Lineage, Inc. (“Lineage”), effective as of July 15, 2024 (the “Adoption Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the applicable Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Lineage Logistics Holdings, LLC 2021 Value Creation Unit Plan (the “2021 Plan”) and the Amended and Restated Lineage Logistics Holdings, LLC 2015 Value Creation Unit Plan (the “2015 Plan”), and Lineage Dutch Bidco maintains the Lineage Dutch Bidco B.V. Amended and Restated 2017 Value Creation Unit Plan (the “2017 Plan” and, together with the 2021 Plan and the 2015 Plan, the “Plans”);

WHEREAS, pursuant to Section 7 of each Plan, the Plan may be amended at any time and from time to time by the Committee, subject to the terms and conditions thereof;

WHEREAS, in connection with the initial public offering of the common stock of Lineage (the “Lineage IPO”), the Company, Lineage Dutch Bidco and Lineage desire to adopt this Supplement A to the Plans;

WHEREAS, pursuant to Section 5 of each Plan, any payment in respect of a Fully-Vested Value Creation Unit may be paid in cash or any such other form of consideration deemed appropriate by the Committee, including without limitation, securities of the Company, any acquiring or successor entity(ies) or any of their respective Affiliates;

WHEREAS, Lineage is an Affiliate of the Company and of Lineage Dutch Bidco; and

WHEREAS, the Company, Dutch Bidco and Lineage desire that Awards under the Plans may be settled in shares of common stock of Lineage (“Lineage Shares”) (or cash or other securities as set forth in the Plans).

NOW, THEREFORE, BE IT RESOLVED, that, effective as of the Adoption Date, the terms and provisions of this Supplement A shall supplement and amend each Plan as set forth herein.

SUPPLEMENT

1. Applicability. The provisions of this Supplement A shall apply to (i) the settlement of Awards in Lineage Shares with respect to Fully-Vested Value Creation Units held by individuals who, as of such settlement date, are employees of Lineage or any of its subsidiaries (“Eligible Employees”) and (ii) the settlement of Awards in cash with respect to Fully-Vested Value Creation Units held by Eligible Employees.

2. Authority. The Board of Directors of Lineage (the “Lineage Board”) and/or the Compensation Committee of the Lineage Board (the “Lineage Compensation Committee”) shall have all authority and powers of the “Committee” under each Plan, as supplemented hereby. Notwithstanding the foregoing, Awards held by individuals who are subject to Section 16 of the Exchange Act shall be administered by the full Lineage Board or by action solely of two or more “non-employee directors” (as defined by Rule 16b-3 of the Exchange Act) of the Lineage Board, each of which shall have all authority and powers of the “Committee” under each Plan, as supplemented hereby, with respect to such Awards (any of the Lineage Board, the Lineage Compensation Committee or such “non-employee directors”, as applicable, the “LVCP Committee”).

1

3. Form of Payment. Any payment in respect of a Fully-Vested Value Creation Unit may, as contemplated by Section 5 of each Plan, be paid in cash or, subject to applicable foreign, federal and state securities laws, any such other form of consideration deemed appropriate by the Lineage Board or the LVCP Committee, including without limitation, and notwithstanding the terms of any Award Agreement contemplating cash payment, Lineage Shares, or other securities of the Company, or securities of any acquiring or successor entity(ies) or any of their respective Affiliates, as determined by the Lineage Board or the LVCP Committee in its sole discretion.

4. Payment in Connection with Lineage IPO. Unless otherwise determined by the Lineage Board or the LVCP Committee, (a) the value of any Fully-Vested Value Creation Unit held by an Eligible Employee that becomes payable in connection with the Lineage IPO shall be equal to an amount determined by the Lineage Board in connection with the Lineage IPO (the “LVCP IPO Amount”), and (b) to the extent that the Lineage Board or the LVCP Committee determines to pay or settle any Award of Fully-Vested Value Creation Units in connection with the Lineage IPO in Lineage Shares, the number of Lineage Shares issued shall be determined by dividing the aggregate dollar amount of the payment, calculated in accordance with Section 5 of the Plan and this Supplement A, by the LVCP IPO Amount (each, a “Share Payment”). In the event that the Lineage IPO does not constitute a Qualifying Liquidity Event with respect to any Award of Value Creation Units, such Award and Value Creation Units shall thereupon be forfeited and terminated without payment, and the holder thereof shall have no further right, interest or entitlement with respect thereto.

5. Payment After Lineage IPO. Unless otherwise determined by the Lineage Board or the LVCP Committee, the value of any Value Creation Unit held by an Eligible Employee that becomes a Fully-Vested Value Creation Unit after the Lineage IPO shall be equal to the per share closing price of a Lineage Share on the date on which such Value Creation Unit becomes a Fully-Vested Value Creation Unit.

6. Maximum Number of Lineage Shares Issuable Pursuant to this Supplement A. The number of Lineage Shares that may be issued from time to time to Eligible Employees pursuant to this Supplement A shall be 179,838 Shares.

7. Form S-8. Lineage Shares issued in respect of Awards covered by this Supplement A shall be registered on a registration statement on Form S-8 under the Securities Act of 1933, as amended.

8. Tax Withholding. Without limiting the provisions of any Plan (including, without limitation, Section 11(a) of the 2021 Plan, Section 11(a) of the 2015 Plan or Section 9(a) of the 2017 Plan) or the provisions of any Award Agreement, in satisfaction of any tax withholding or tax payment obligations in respect of any Award, the Company, Lineage Dutch Bidco, Lineage or any Affiliate may, or may in its discretion allow the Participant to elect to have the Company, Lineage Dutch Bidco, Lineage or any Affiliate (as applicable), withhold Lineage Shares otherwise issuable in settlement or payment of the Award having a fair market value equal to the sums required to be withheld or paid. Notwithstanding any other provision of any Plan or any Award Agreement, the number of Lineage Shares which may be so withheld in order to satisfy such tax liabilities or obligations with respect to the Award shall be limited to the number of Lineage Shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in the applicable jurisdiction.

2

9. Fractional Shares. The payment of any fractional Lineage Shares in settlement of Awards shall be rounded as determined by the LVCP Committee in its sole discretion.

10. This Supplement A shall be and is hereby incorporated in and forms a part of each Plan, and each Award Agreement, with the terms of this Supplement A controlling any inconsistent terms therein.

11. Except as expressly provided herein, all terms and provisions of the Plans and Award Agreements shall remain in full force and effect.

*   *   *

3

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Lineage, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation  or Carry Forward Rule	Amount  Registered(1)(2)	Proposed  Maximum  Offering Price Per Unit(3)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration  Fee
Newly Registered Securities
Fees to Be Paid	Equity	Common Stock, $0.01 par value per share	Rule 457(c) and 457(h)	179,838	$78.00	$14,027,364.00	0.00014760	$2,070.44
	Total Offering Amounts					$14,027,364.00		$2,070.44
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$2,070.44

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of common stock, $0.01 par value per share of Lineage, Inc. (“Common Stock”) that become issuable under either of the Lineage Logistics Holdings, LLC 2021 Value Creation Unit Plan or the Amended and Restated Lineage Logistics Holdings, LLC 2015 Value Creation Unit Plan, each as supplemented by the Omnibus Supplement and Amendment “A” to Lineage Value Creation Unit Plans (together the “LVCP Plans”), in each case by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of outstanding shares of Common Stock, as applicable.

(2) Represents an aggregate 179,838 shares of Common Stock reserved for issuance under the LVCP Plans.

(3) Pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, and solely for the purposes of calculating the amount of the registration fee, the proposed maximum offering price per share is based on the initial public offering price of the Common Stock of $78.00 per share.