PROFICIENT AUTO LOGISTICS, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 20[●] between Proficient Auto Logistics, Inc., Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
● ] Shares Proficient Auto Logistics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2024 • Proficient Auto Logistics, Inc • Transportation services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2024 • Proficient Auto Logistics, Inc • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2024, is made and entered into by and among Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”), and each of the parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a “Holder” and collectively the “Holders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), by and between Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”) and Amy Rice, an individual (“Executive”), is dated as of August 14, 2024. Executive and the Company are each referred to as a “Party” and collectively, as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), William E. Scanlon, Trustee of the William E. Scanlon Living Trust Utd 7/29/05 (“Seller”), and Sierra Mountain Group, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), WCL Merger Sub, Inc., a Nevada corporation and wholly-owned Subsidiary of Purchaser (“Merger Sub”), William E. Scanlon, Trustee of the William E. Scanlon Living Trust Utd 7/29/05 (“Seller”), and West Coast Leasing Company, Inc., a Nevada corporation (the “Company”).
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), Proficient Auto Transport, Inc. (formerly known as Proficient Auto, Inc.), a Florida corporation (the “Company”), the Shareholders identified on Schedule A hereto (individually, a “Shareholder”, and collectively, the “Shareholders”), and BOCF, LLC, a Delaware limited liability company, solely in its capacity as the initial Shareholders Representative (the “Shareholders Representative”).
PURCHASE AGREEMENTPurchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), John Skiadas (“Owner”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (the “Company”) and, following its execution of a Joinder Agreement, Seller (as defined below). Each of Parent, Purchaser, the Company and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), John Skiadas (“Owner”), Delta Auto Brokers, LLC, a New Jersey limited liability company (“DAB”), North East Fleet Services, Inc., a New Jersey corporation (“NEF”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (“DAS” and together with DAB and NEF, the “Companies” and each, a “Company”) and, following its execution of a Joinder Agreement, Seller (as defined below). Each of Purchaser, DAB, NEF, DAS, Owner and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 23rd, 2024 • Proficient Auto Logistics, Inc • Transportation services • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), by and between Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”, or “PAL”) and Brad Wright, an individual (“Executive”), is dated as of November 30, 2023. Executive and the Company are each referred to as a “Party” and collectively, as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, INC., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”, and together with Parent, the “Acquirors”, and individually, an “Acquiror”), Proficient Auto Transport, Inc. (formerly known as Proficient Auto, Inc.), a Florida corporation (the “Company”), the Shareholders identified on Schedule A hereto (individually, a “Shareholder”, and collectively, the “Shareholders”), and BOCF, LLC, a Delaware limited liability company, solely in its capacity as the initial Shareholders Representative (the “Shareholders Representative”).
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), Leonel Munoz (“Leo”), Ramon Munoz (“Ray”; together with Leo, “Sellers” and each a “Seller”), and Tribeca Truck Leasing LLC, a New Jersey limited liability company (the “Company”).
Amendment No. 1 to CONTRIBUTION agreementContribution Agreement • April 29th, 2024 • Proficient Auto Logistics, Inc • Transportation services
This Amendment No. 1 to CONTRIBUTION agreement (this “Amendment”) is effective as of April 26, 2024 (the “Effective Date”), by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), John Skiadas (“Owner”), Delta Auto Brokers, LLC, a New Jersey limited liability company (“DAB”), North East Fleet Services, Inc., a New Jersey corporation (“NEF”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (“DAS” and together with DAB and NEF, the “Companies” and each, a “Company”) and, following its execution of a Joinder Agreement, Seller. Each of Purchaser, DAB, NEF, DAS, Owner and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Contribution Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Florida
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated November 8, 2024, by and among PROFICIENT AUTO LOGISTICS, INC., a Delaware corporation (“PAL”; PAL, along with the Subsidiaries of PAL listed as “Borrowers” on the signature pages hereto and all other parties that become borrowers party to this Agreement from time to time, in accordance with its terms, collectively the “Borrower”); and PINNACLE BANK, a Tennessee banking corporation (“Lender”).
