ROOK SUPPORT AGREEMENTRook Support Agreement • April 13th, 2017 • SWIFT TRANSPORTATION Co • Trucking (no local) • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 9, 2017, by and among Swift Transportation Company, a Delaware corporation (“Bishop”), and the Persons whose names are set forth on the signature pages hereto under the caption “Stockholders” (each individually a “Stockholder” and, collectively, the “Stockholders”).
ContractStockholders Agreement • April 13th, 2017 • SWIFT TRANSPORTATION Co • Trucking (no local) • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of April 9, 2017 (this “Agreement”), among (i) Swift Transportation Company (to be renamed Knight-Swift Transportation Holdings Inc.), a Delaware corporation (the “Company”), and (ii) Gary J. Knight, The Gary J. Knight Revocable Living Trust dated May 19, 1993, as amended, and the Persons that may join this Agreement from time to time in accordance with Section 3.01(a) (collectively, the “Stockholders”). Capitalized terms are defined in Section 1.01.
Swift Transportation Company Phoenix, Arizona 85043Letter Agreement • April 13th, 2017 • SWIFT TRANSPORTATION Co • Trucking (no local) • Arizona
This letter agreement (this “Agreement”) between you and the Company amends and restates, effective as of, and conditioned upon the occurrence of, the effective time of the Merger (the “Effective Time”), that certain retirement letter agreement, dated September 8, 2016, between you and the Company (the “Previous Agreement”). Effective as of, and conditioned upon the occurrence of, the Effective Time, the Previous Agreement will be amended, restated, and superseded in its entirety by the terms set forth herein. In the event that the Merger Agreement shall be terminated in accordance with its terms prior to the Effective Time, this Agreement shall thereupon terminate.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SWIFT TRANSPORTATION COMPANY, BISHOP MERGER SUB, INC., AND KNIGHT TRANSPORTATION, INC. DATED AS OF APRIL 9, 2017Agreement and Plan of Merger • April 13th, 2017 • SWIFT TRANSPORTATION Co • Trucking (no local) • Arizona
This AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 9, 2017, is by and among Swift Transportation Company, a Delaware corporation (“Bishop”), Bishop Merger Sub, Inc., an Arizona corporation and a direct wholly owned Subsidiary of Bishop (“Merger Sub”), and Knight Transportation, Inc., an Arizona corporation (“Rook”).
