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
1
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 unenforce-able 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.
2
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 simul-taneously 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]
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IN
WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the
day
and year first written above.
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XXXXXXX
XXXXX
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/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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XXXXXX
XXXXX AND XXXXXX XXXXX,
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JOINT
TENANTS
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/s/
Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
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/s/
Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
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XXXXX
X. XXXXX
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/s/
Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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4
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Seller
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Shares
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Certificate
Nos.
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Xxxxxxx
X. Xxxxx
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307,627
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[
]
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Xxxxxx
Xxxxx
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740,668
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[
]
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5
