IRREVOCABLE PROXY AND AGREEMENTIrrevocable Proxy and Agreement • March 21st, 2023 • Knight-Swift Transportation Holdings Inc. • Trucking (no local) • Nevada
This Irrevocable Proxy and Agreement (this “Proxy and Agreement”), granted and entered into as of March 20, 2023, by each of the Persons set forth on Schedule A (each, a “Stockholder” and, collectively, the “Stockholders”) to and with each of the committee members (each a “Proxy Holder”), each a director of U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), and a member of the Special Committee of the Board of Directors (the “Special Committee”) of the Company, and the Company. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • March 21st, 2023 • Knight-Swift Transportation Holdings Inc. • Trucking (no local) • Nevada
This Rollover Agreement (this “Agreement”), dated as of March 20, 2023, is entered into by and among Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Parent”), Liberty Holdings Topco LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Holdings”), Max L. Fuller and William Eric Fuller (each a “Key Stockholder”) and each of the other Persons set forth on Schedule A (each, a “Stockholder” and, together with the Key Stockholders, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among U.S. XPRESS ENTERPRISES, INC. KNIGHT- SWIFT TRANSPORTATION HOLDINGS INC. and LIBERTY MERGER SUB INC. Dated as of March 20, 2023Merger Agreement • March 21st, 2023 • Knight-Swift Transportation Holdings Inc. • Trucking (no local) • Nevada
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Parent”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party” and collectively as the “Parties.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
Amended and Restated Limited Liability Company Agreement of Liberty Holdings Topco LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • March 21st, 2023 • Knight-Swift Transportation Holdings Inc. • Trucking (no local)
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Liberty Holdings Topco LLC, a Delaware limited liability company (the “Company”), is made and entered into by and among the Company and the Persons whose names and addresses are from time to time listed on the Schedule of Members attached hereto as Schedule A (the “Schedule of Members”), effective as of [●], 2023 (the “Effective Date”). Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit A.
