IRREVOCABLE PROXY AND AGREEMENTProxy and Agreement • March 21st, 2023 • Us Xpress Enterprises 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 • Us Xpress Enterprises 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).
SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 21st, 2023 • Us Xpress Enterprises Inc • Trucking (no local) • Tennessee
This Second Amendment to Stockholders’ Agreement (this “Amendment”) is dated March 20, 2023 by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), and the undersigned individuals and entities (the “Fuller Stockholders”).
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, 2023 ARTICLE I DEFINITIONS & INTERPRETATIONSAgreement and Plan of Merger • March 21st, 2023 • Us Xpress Enterprises 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.
