EXHIBIT 99.2
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this "Agreement") is made and entered into as
of October 6, 2006 by and among Xxxxxxx X. Xxxxx and Xxxxxx Xxxxx and Xxxxxx
Xxxxx, Joint Tenants (collectively, the "Sellers") and Xxxxx X. Xxxxx (the
"Buyer").
Section 1.1 Ownership. Each of the Sellers is the sole record and
beneficial owner of the number of shares of common stock, $0.001 par value,
("Common Stock") of Central Freight Lines, Inc., a Nevada corporation (the
"Company") set forth opposite such Seller's name on Schedule I hereto (the
"Shares") represented by the certificates set forth on such Schedule, free and
clear of any and all liens, security interests, voting agreements, rights of
third parties or other encumbrances ("Liens"). Each Seller has full power and
authority to transfer full legal ownership of such Seller's respective Shares
to the Buyer, and no Seller is required to obtain the approval of any person or
governmental agency or organization to effect the sale of the Shares.
Section 1.2 Purchase and Sale. Sellers agree, on October 6, 2006 (the
"Closing Date"), to sell, convey, assign, transfer and deliver to Buyer, and
Buyer agrees to purchase from Sellers, the number of Shares set forth opposite
each Seller's name on Schedule I represented by the certificates set forth on
such Schedule, free and clear of any and all Liens, for a per Share purchase
price equal to $2.25 (the "Purchase Price"). Upon the transfer of the Shares
pursuant to the terms of this Agreement, Sellers shall have vested in Buyer
valuable title to all of the Shares, free and clear of any and all Liens.
Section 1.3 Closing Deliveries.
(a) On the Closing Date, prior to the closing of the sale and purchase
of Shares pursuant hereto each of the Sellers shall (i) have delivered or
caused to be delivered to Buyer certificates representing the Shares to be
purchased on such Closing Date as set forth on Schedule I hereto in respect of
each Seller, duly and validly endorsed or, at Buyer's request, accompanied by
stock powers duly and validly executed in blank and sufficient to convey to
Buyer good, valid and marketable title in and to such Shares, free and clear of
any and all Liens or (ii) have transferred or caused to be transferred to Buyer
in accordance with delivery instructions delivered to Sellers by Buyer prior to
the Closing Date Shares to be purchased on such Closing Date as set forth on
Schedule I hereto in respect of each Seller held in street name.
(b) On the Closing Date, Buyer shall pay, by wire transfer of
immediately available funds to such account or accounts as the Sellers shall
specify, to each of the Sellers in the amounts equal to the product of the
Purchase Price and the number of Shares set forth opposite such Seller's name
on Schedule I.
Section 1.4 Voting Agreement. Effective as of the Closing Date and
upon payment of the Purchase Price, each of the Sellers hereby agree that,
during the Term (as defined below), at any meeting (whether annual or special
and whether or not an adjourned or postponed meeting) of the shareholders of
the Company, however called, or in connection with any written consent of the
shareholders of the Company, Buyer shall be entitled to cause the Shares as
transferred to Buyer by Sellers under this Agreement (the "Transferred Shares")
and shares of Common Stock of the Company subject to a variable prepaid forward
contract or similar arrangement under which a Seller retains any voting rights
("Contract Shares"), to be counted as a vote or consent ((a) through (c),
collectively the "Merger Transaction") (a) in favor of the adoption of the
merger pursuant to that certain Agreement and Plan of Merger, dated as January
30, 2006, by and among the Company, North American Truck Lines, LLC, a Nevada
limited liability company and Green Acquisition Company, a Nevada corporation
("Merger Agreement") and the approval of all other actions contemplated by the
Merger Agreement and this Agreement and any actions required in furtherance
thereof and hereof, (b) against any action or agreement that would result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement and (c)
against any action involving the Company or its subsidiaries which is intended,
or could reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the transactions contemplated by the Merger
Agreement. In order to effectuate the foregoing Merger Transaction, each of the
Sellers hereby grants to Buyer, an irrevocable proxy, pursuant to Nevada
Revised Statutes and other applicable law, coupled with an interest. The "Term"
shall mean the period commencing on Closing Date and continuing to the earlier
to occur of the adoption of the merger pursuant to the Merger Agreement and the
approval of all other actions contemplated by the Merger Agreement and this
Agreement, or one (1) year after the Closing Date. In the event the Transferred
Shares and Contract Shares are held and/or registered in a brokerage account
(and/or in street name), each of the Sellers shall cause the applicable broker,
bank or other nominee (collectively, the "Broker") to cause (i) the Transferred
Shares to be transferred and/or registered with Buyer and (ii) all proxy and
voting materials with respect to the Transferred Shares and Contract Shares to
be distributed directly to Buyer. Sellers will fully cooperate with such Broker
and Buyer with respect to any information or documentation required for such
transfer and distribution. The Broker may rely on this Section 1.4 with respect
Sellers' authorizations and approvals herein. Each of the Sellers hereby agrees
that during the Term he will not (i) attend any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of the
shareholders of the Company, however called, or execute any written consent of
the shareholders of the Company with respect to the Merger Transaction, unless
otherwise directed by Buyer in writing at which time each of the Sellers shall
fully cooperate with the instructions and/or directions contained therein, (ii)
grant any proxies or powers of attorney that would permit any proxy or
attorney-in-fact to take any action inconsistent herewith, (iii) deposit the
Transferred Shares into a voting trust or enter into a voting agreement with
respect to the Transferred Shares or the Contract Shares in either case
providing for the voting or consenting of such shares in a manner inconsistent
herewith or (iv) take any action that would make any representation or warranty
of such Seller contained herein untrue or incorrect or would result in a breach
by such Seller of its obligations under this Agreement. Each Seller further
agrees not to enter into any agreement or understanding with any person or
entity, the effect of which would be inconsistent with or violative of any
provision contained in this Agreement. The parties agree to execute and deliver
such other agreements, proxies, certificates or other documents as may be
required by Buyer or Broker to carry out the intent of this Agreement. The
obligations of the Sellers under this Section 1.4 shall survive the expiration
or termination of this Agreement.
Section 1.5 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void unenforceable or against its regulatory policy, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such which may be hereafter
declared invalid, void or unenforceable.
Section 1.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LOCAL LAW OF THE STATE OF NEVADA
WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES.
Section 1.7 Specific Performance. The parties hereto acknowledge that
money damages are an inadequate remedy for breach of this Agreement because of
the difficulty of ascertaining the amount of damage that will be suffered by
the non-breaching party or parties in the event that this Agreement is
breached. Therefore, each of the parties agrees that the non-breaching party or
parties may obtain specific performance of this Agreement and injunctive and
other equitable relief against any breach hereof, without the necessity of
establishing irreparable harm or posting any bond, in addition to any other
remedy to which such party may be entitled at law or in equity.
Section 1.8 Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed to be
an original but all of which together shall constitute one and the same
instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first written above.
XXXXXXX XXXXX
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
XXXXXX XXXXX AND XXXXXX XXXXX,
JOINT TENANTS
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
XXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
