FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 16th, 2005 • Us Xpress Enterprises Inc • Trucking (no local) • Delaware
THIS FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “First Amendment”), dated as of December 7, 2004, by and among ATS ACQUISITION HOLDING CO., a Delaware corporation (the “Company”), XPRESS HOLDINGS, INC., a Nevada corporation (“Investor”), and the undersigned Management Stockholder amends the Stockholders’Agreement (the “Agreement”), dated as of October 21, 2004, among the Company, Investor, and the Management Stockholders identified in the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
FIRST AMENDMENT TO STOCK PURCHASE, CONTRIBUTION, AND EXCHANGE AGREEMENTAnd Exchange Agreement • March 16th, 2005 • Us Xpress Enterprises Inc • Trucking (no local) • Delaware
THIS FIRST AMENDMENT TO THE STOCK PURCHASE, CONTRIBUTION, AND EXCHANGE AGREEMENT (this “First Amendment”), dated as of December 7, 2004, by and among ATS ACQUISITION HOLDING CO., a Delaware corporation (the “Company”), XPRESS HOLDINGS, INC., a Nevada corporation (“Investor”), and the undersigned Management Stockholder amends the Stock Purchase, Contribution, and Exchange Agreement (the “Agreement”), dated as of October 21, 2004, among the Company, Investor, and the Management Stockholders identified in the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
STOCK PURCHASE, CONTRIBUTION, AND EXCHANGE AGREEMENT By and Among ATS ACQUISITION HOLDING CO. The Management Stockholders as defined herein and The Investor as defined herein Dated as of October 21, 2004Stock Purchase, Contribution, and Exchange Agreement • March 16th, 2005 • Us Xpress Enterprises Inc • Trucking (no local) • Delaware
THIS STOCK PURCHASE, CONTRIBUTION, AND EXCHANGE AGREEMENT (the “Agreement”) is made as of October 21, 2004, by and among ATS Acquisition Holding Co., a Delaware corporation (the “Company”), Xpress Holdings, Inc., a Nevada corporation (“Investor”), and the individuals identified on Schedule A hereto as the Management Stockholders (the “Management Stockholders”). The Company, the Investor, and the Management Stockholders are individually each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
PURCHASE AND MERGER AGREEMENT By and Among ARNOLD HOLDINGS, LLC ARNOLD TRANSPORTATION HOLDINGS, INC. ARNOLD TRANSPORTATION SERVICES, INC. ATS ACQUISITION HOLDING CO. ATS MERGER CO. AND THE MEMBERS IDENTIFIED HEREIN Dated as of October 21, 2004Purchase and Merger Agreement • March 16th, 2005 • Us Xpress Enterprises Inc • Trucking (no local) • Delaware
First Amendment to Purchase and Merger AgreementPurchase and Merger Agreement • March 16th, 2005 • Us Xpress Enterprises Inc • Trucking (no local) • Delaware
This First Amendment to the Purchase and Merger Agreement (this “First Amendment”), dated as of December 7, 2004, by and between ARNOLD HOLDINGS, LLC, a Delaware limited liability company (the “Holding Company”), ARNOLD TRANSPORTATION HOLDINGS, INC., a Delaware corporation, a wholly-owned subsidiary of the Holding Company (“Arnold Holdings”), ARNOLD TRANSPORTATION SERVICES, INC., a Pennsylvania corporation, a wholly-owned subsidiary of Arnold Holdings (the “Company”, and together with Arnold Holdings and the Holding Company, the “Acquired Companies”), all members of the Holding Company as identified on the signature page hereto (the “Members”), ATS ACQUISITION HOLDING CO., a Delaware corporation (“Buyer”), and ATS MERGER CO., a Delaware company and wholly-owned subsidiary of Buyer (“Merger Sub”) amends the Purchase and Merger Agreement (the “Agreement”), dated as of October 21, 2004, among the Holding Company, Arnold Holdings, the Company, the Members, Buyer and Merger Sub. Capitalized
STOCKHOLDERS’ AGREEMENT By and Among ATS ACQUISITION HOLDING CO. The Management Stockholders as defined herein and The Investor as defined herein Dated as of October 21, 2004Stockholders’ Agreement • March 16th, 2005 • Us Xpress Enterprises Inc • Trucking (no local) • Delaware
THIS STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made as of October 21, 2004, by and among ATS Acquisition Holding Co., a Delaware corporation (the “Company”), the individuals identified on Schedule A hereto as the Management Stockholders (the “Management Stockholders”), Xpress Holdings, Inc., a Nevada corporation (“Investor”), and any other stockholder or option holder who from time to time becomes party to this Agreement. The Management Stockholders and the Investor are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
