STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), William E. Scanlon, Trustee of the William E. Scanlon Living Trust Utd 7/29/05 (“Seller”), and Sierra Mountain Group, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), WCL Merger Sub, Inc., a Nevada corporation and wholly-owned Subsidiary of Purchaser (“Merger Sub”), William E. Scanlon, Trustee of the William E. Scanlon Living Trust Utd 7/29/05 (“Seller”), and West Coast Leasing Company, Inc., a Nevada corporation (the “Company”).
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), Proficient Auto Transport, Inc. (formerly known as Proficient Auto, Inc.), a Florida corporation (the “Company”), the Shareholders identified on Schedule A hereto (individually, a “Shareholder”, and collectively, the “Shareholders”), and BOCF, LLC, a Delaware limited liability company, solely in its capacity as the initial Shareholders Representative (the “Shareholders Representative”).
PURCHASE AGREEMENTPurchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), John Skiadas (“Owner”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (the “Company”) and, following its execution of a Joinder Agreement, Seller (as defined below). Each of Parent, Purchaser, the Company and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), John Skiadas (“Owner”), Delta Auto Brokers, LLC, a New Jersey limited liability company (“DAB”), North East Fleet Services, Inc., a New Jersey corporation (“NEF”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (“DAS” and together with DAB and NEF, the “Companies” and each, a “Company”) and, following its execution of a Joinder Agreement, Seller (as defined below). Each of Purchaser, DAB, NEF, DAS, Owner and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, INC., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”, and together with Parent, the “Acquirors”, and individually, an “Acquiror”), Proficient Auto Transport, Inc. (formerly known as Proficient Auto, Inc.), a Florida corporation (the “Company”), the Shareholders identified on Schedule A hereto (individually, a “Shareholder”, and collectively, the “Shareholders”), and BOCF, LLC, a Delaware limited liability company, solely in its capacity as the initial Shareholders Representative (the “Shareholders Representative”).
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), Leonel Munoz (“Leo”), Ramon Munoz (“Ray”; together with Leo, “Sellers” and each a “Seller”), and Tribeca Truck Leasing LLC, a New Jersey limited liability company (the “Company”).
