UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2020 • Gerdin Michael J • Trucking (no local) • New York
The 2009 Gerdin Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), a stockholder of Heartland Express, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. LLC (“you,” “Morgan Stanley” or the “Underwriter”) an aggregate of 3,260,870 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholder has agreed to sell to the Underwriter, upon the terms and conditions stated herein, up to an additional 489,130 shares of Common Stock. The up to 489,130 of additional shares to be sold by the Selling Stockholder are referred to in this Underwriting Agreement (this “Agreement”) as the “Additional Shares.” The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.”
