Common use of Research Analyst Independence Clause in Contracts

Research Analyst Independence. The Company and the Selling Stockholder acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between the Company, the Selling Stockholder and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).

Research Analyst Independence. The Each of the Company and the Selling Stockholder acknowledge Western Gas Parties acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, Company and the value of the Common Stock Western Gas Parties and/or the offering that differ from the views of their respective investment banking divisions. The Each of the Company and the Selling Stockholder Western Gas Parties hereby waive waives and releasereleases, to the fullest extent permitted by law, any claims that they the Company or the Western Gas Parties may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder Western Gas Parties by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Each of the Company and the Selling Stockholder acknowledge Western Gas Parties acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Terms Agreement. Please confirm ANNEX A TO UNDERWRITING AGREEMENT This Annex A is incorporated into that certain Underwriting Agreement, dated June 4, 2015, among Anadarko Petroleum Corporation, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC and X.X. Xxxxxx Securities LLC, as representative of the foregoing correctly sets forth several underwriters named therein. Unless otherwise defined herein, capitalized terms used herein have the agreement between meanings ascribed to them in the CompanyUnderwriting Agreement. Western Gas Holdings, LLC, a Delaware limited liability company (“XXX GP”), Western Gas Partners, LP, a Delaware limited partnership (“XXX”) and WES’s direct and indirect subsidiaries listed on Schedule A hereto (the Selling Stockholder “Operating Subsidiaries”) are collectively referred to herein as the “XXX Entities.” The Western Gas Parties and the several Underwriters. Very truly yoursXXX Entities are collectively referred to as the “Partnership Entities.” Each of the Western Gas Parties, HEARTLAND EXPRESSjointly and severally, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance represents and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED warrants to you, and to each Underwriter named in a Terms Agreement as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933thereof, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).follows:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSLEAP THERAPEUTICS, INC. /s/ Xxxx Xxxxxxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Xxxxxxxxx President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC Name: Xx Xxxxxx Title: Managing Director LADENBURG XXXXXXXX & CO. INC. By: /s/ Xxxxx Xxxxxx Authorized Representative X. Xxxxxx, XX. Name: Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETSX. Xxxxxx, a division of BB&T SECURITIES, LLC ByXX. Title: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Number Name Number ofFirm Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Inc. 1,120,000 Ladenburg Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Co. Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 746,667 Total: 3,250,000 Schedule 1,866,667 SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Price per share to the public: $7.50 Firm Shares: 3,250,000 Number of 1,866,667 Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. 280,000 SCHEDULE III Persons Subject to Lock-Up up Xxxxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxx Xx Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx HealthCare Ventures VIII, L.P. HealthCare Strategic Fund, L.P. EXHIBIT A Form of Lock-up Agreement XXXXXXMarch , 2018 LEAP THERAPEUTICS, INC. 00 Xxxxxxxxx Xxxxxx, Xxxxx X0-0 Xxxxxxxxx, XX 00000 XXXXXXX XXXXX & ASSOCIATES, INC. LADENBURG XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX CO. INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 x/x Xxxxxx, Xxxxxxxxx Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, Co. Inc. 000 Xxxx Xxxxxx 00xx Xxxxx XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 Re: Heartland ExpressLeap Therapeutics, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, ) - Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)) to be entered into by the Company, on behalf as issuer, and Xxxxxxx Xxxxx & Associates, Inc. and Ladenburg Xxxxxxxx & Co. Inc., as the representatives (the “Representatives”) of the several Underwriters named in Schedule I to such agreement certain underwriters (collectively, the “Underwriters”)) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, with the Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling StockholderShares”), providing for a public offering as described in and contemplated by the Underwriting Agreement and the registration statement of the Company on Form S-3, File No. 333-223419 (the “Public Registration Statement”), as filed with the Securities and Exchange Commission on March 2, 2018 (the “Offering”) ). The undersigned recognizes that it is in the best financial interests of Shares the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as defined in an inducement to the Underwriters to execute the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby acknowledges and agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not (i) offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale purchase or otherwise dispose of (collectively, a “Disposition”) any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common StockCompany Securities, or any securities convertible intointo or exercisable or exchangeable for, exchangeable for or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that represent the right may be deemed to receive shares of Common Stock, whether now be beneficially owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively collectively, the “Undersigned's Lock-Up Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession pursuant to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, Rules and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period commencing on the date hereof and no ending 60 days after the date of the Company’s Prospectus first filed in connection with the Offering pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives or (ii) exercise or seek to exercise or effectuate in any manner at any time during the Lock-Up Period any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other public filing disposition of any of the Lock-Up Shares or report regarding such transfer shall be required other securities of the Company held by the undersigned, or shall be voluntarily made to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. For purposes The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds agreement not to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, make any Disposition during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect you have agreed that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).foregoing restrictions shall not apply to:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing correctly sets forth the agreement understanding between you and the Company, please so indicate in the Selling Stockholder and the several Underwritersspace provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEARTLAND EXPRESS, INC. XXXXXXXX & ILSLEY CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: Executive Vice President of Finance Sr. V.P., CAO, and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED GeneralCounsel Accepted as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I heretohereof: XXXXXX XXXXXXX & CO. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated June 11, 2009 Registration Statement No. 333-147162 Representatives: Xxxxxx Xxxxxxx & Co. Incorporated Barclays Capital Inc. Title, Purchase Price and Description of Securities: Title: Common Stock, $1.00 par value per share Number of Firm Securities to be sold by the Company: 87,000,000 Number of Option Securities to be sold by the Company: 13,000,000 Price per Share to Public (include accrued dividends, if any): $5.75 Price per Share to the Underwriters – total: $5.52 Other provisions: None Closing Date, Time and Location: June 17, 2009 at 10:00 a.m. at the offices of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 Type of Offering: Non-Delayed SCHEDULE II Underwriters Number of Firm Securities to be Purchased Xxxxxx Xxxxxxx & Co. Incorporated 43,500,000 Barclays Capital Inc. 26,100,000 Credit Suisse Securities (USA) LLC 8,700,000 Xxxxxx X. Xxxxx & Co. Incorporated 4,350,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 4,350,000 Total…………………………. 87,000,000 SCHEDULE III None ANNEX I(a) FORM OF COMFORT LETTER ANNEX I(b) FORM OF BRING-DOWN COMFORT LETTER EXHIBIT A The following form of letter shall be executed and delivered by the following persons: Directors Xxxxxx X. Xxxx Xxx X. Xxxxx Xxxx X. Xxxxxxx, Xx. Xxx X. Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESX. Xxxxxxx Xxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx Xxxx X. Xxxxxxxx San X. Xxx, LLC By: /s/ Xx. Xxxxxx X. X’Xxxxx Xxxxx X. Xxxxxxx, III Xxxx X. Xxxxxx Authorized Representative Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ X. Xxxxxxx Executive Officers Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Authorized Representative Xxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxx Xxxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxx Xxxx X. Xxxxxxxxxxxxx Xxxxxxx X. Xxxx Xxxxxx X. X'Xxxxx Xxxx X. Xxxxxx Xxxx X. Xxxxxxx Xxxxxx X. Root Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxxx X. Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division Form of BB&T Securities, LLC 650,000 TotalAgreement: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXXJune 11, XXXXXXXX 2009 Xxxxxx Xxxxxxx & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Co. Incorporated Barclays Capital Markets, a division of BB&T Securities, LLC Inc. As Representatives of the Several several Underwriters xc/x Xxxxxxo Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxx 00000 Re: Heartland Express, Inc. - Xxxxxxxx & Ilsley Corporation – Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, undersigned understands that Xxxxxxyou, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC as representatives (together, the “Representatives”) ), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I II to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxxxx & Xxxxxx Heartland Trust UTA 7/15/2009 Corporation, a Wisconsin corporation (the “Selling StockholderCompany”), providing for a public offering of shares of Common Stock of the Company (the “Public OfferingSecurities”) of Shares (as defined in pursuant to the Underwriting Agreement)Registration Statement on Form S-3 that became effective upon filing on November 6, 2007. In consideration of the agreement by the Underwriters to offer and sell the SharesSecurities, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on that from the date hereof to and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering including September 9, 2009 (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common StockStock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common StockStock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively collectively, the “Undersigned's ’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that which is designed to result in, or that which reasonably could be expected to lead to, to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to to, or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersignedgifts, provided that that, except in the case of charitable gifts, the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 prior written consent of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up PeriodRepresentatives. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereofThe undersigned now has, the Undersigned’s Shares are notand, and except as contemplated by clause (i), (ii), or (iii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares will not beShares, pledgedfree and clear of all liens, hypothecatedencumbrances, or granted as collateral or security for any obligationand claims whatsoever. [In addition, notwithstanding The undersigned also agrees and consents to the foregoing, during entry of stop transfer instructions with the Lock-Up Period, Company’s transfer agent and registrar against the undersigned may sell or otherwise dispose transfer of the Undersigned’s Shares for except in compliance with the purpose of raising proceeds to cover or otherwise satisfying foregoing restrictions. The undersigned understands that the reasonably estimated U.S. federal or state tax liability incurred by Company and the undersigned as a result of the vesting, during the Underwriters are relying upon this Lock-Up Period, Agreement in proceeding toward consummation of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided offering. The undersigned further understands that each such transfer shall occur on or about the time of such vesting this Lock-Up Agreement is irrevocable and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of binding upon the undersigned’s restricted shares heirs, legal representatives, successors, and assigns. Very truly yours, ________________________________________ Exact Name of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Shareholder ________________________________________ Authorized Signature

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSCATALYST BIOSCIENCES, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Xxxxxx Xxxxx President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, 3,138,462 JonesTrading Institutional Services LLC 650,000 BB&T 553,847 Chardan Capital Markets, a division of BB&T SecuritiesLLC 461,538 LifeSci Capital, LLC 650,000 461,538 Total: 3,250,000 Schedule SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Price per share to the public: $6.50 Firm Shares: 3,250,000 Number of 4,615,385 Additional Shares: 487,500 Public Offering Price: $23.75 per share 692,307 SCHEDULE III Persons Subject to Lock-up Xxxxxx Xxxxx, Ph.D. Xxxxxx Xxxx, X.X.X.Xx., Ph.D., M.M.M. Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxx Xxxxx X. Xx Xxxxx Xxxx Xxxxxxx, Ph.D. Xxxx X. Xxxxxxx Xxxxxxxx Xxxx, M.D., Ph.D. Xxxxxx Xxxxxx EXHIBIT A Form of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressLock-up Agreement February , 2020 Catalyst Biosciences, Inc. Lock-Up Agreement XXXXXX000 Xxxxxxx Xxxxxxxxx, XXXXXXXX Xxxxx 000 Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 XXXXXXX XXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x o Raymond Xxxxx & Associates, Inc. 000 Xxxx Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxx 000 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his motherXxxx, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Xxxx 00000

Research Analyst Independence. The Company and the Selling Stockholder Operating Partnership acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and the Selling Stockholder Operating Partnership by any Underwriter’s investment banking division. The Company and the Selling Stockholder Operating Partnership acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. [Signature page follows.] Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Operating Partnership and the several Underwriters. Very truly yours, HEARTLAND EXPRESSXXXXXXXX CAPITAL, INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. Xxxxxxx Xxxxxxxx Title: Chief Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERXXXXXXXX CAPITAL OPERATING PARTNERSHIP, LP By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Capital, Inc., its general partner By: Name: Xxxx Xxxxxxxx X. Xxxxxx Title: Trustee Chief Executive Officer JCAP ADVISORS, LLC By: Name: Xxxx Xxxxxxxx Title: Chief Executive Officer CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative[s] and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares XxxxxxTotal: SCHEDULE II Issuer Free Writing Prospectus SCHEDULE III Persons Subject to Lock-up JCAP Advisors, LLC Xxxx Xxxxxxxx Xxxxxxx X. Xxxx Xxxx X. Xxxxxx Xxx X. Xxxxxxx Xxxxxx X. Silver Xxxxx X. Xxxx W1 Capital, LLC SCHEDULE IV-1 Form of Opinion of Xxxxxxxx & CompanyXxxxxxxx, Incorporated 975,000 LLP SCHEDULE IV-2 Form of Tax Opinion of Xxxxxxxx Inc. 975,000 & Xxxxxxxx, LLP EXHIBIT A Form of Lock-up Agreement Lock-up Agreement March [ ], 2015 XXXXXXXX CAPITAL, INC. 0000 Xxxxxxxx Xxxxxx Xxxxx, XX 00000 XXXXXXX XXXXX & ASSOCIATES, INC. As Representative of the Several Underwriters c/o Raymond Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express& Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 Re: Xxxxxxxx Capital, Inc. – Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of Dear Sirs: This letter is delivered to you pursuant to the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Xxxxxxxx Capital, Inc. (the “Company”), on behalf as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative (the “Representative”) of the several Underwriters named in Schedule I to such agreement certain underwriters (collectively, the “Underwriters”)) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 Underwriters intend to effect a public offering of shares (the “Selling Stockholder”), providing for a public offering (the “Public OfferingShares”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share share, of the Company (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly as described in and contemplated by the undersigned registration statement of the Company on Form S-11, File No. 333-202219 (including holding the “Registration Statement”), as a custodian) or filed with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's SharesOffering”). The foregoing restriction undersigned recognizes that it is expressly agreed to preclude in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company completes the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned from engaging in any hedging or other transaction that is designed to result inare, or that reasonably could be expected may be, subject to lead tocertain restrictions on transferability, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of including those imposed by someone other than the undersignedUnited States federal securities laws. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In additionNotwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, that the undersigned will not, during directly or indirectly, (i) offer, pledge, sell, contract to sell, contract to purchase, grant any option, right or warrant to purchase, lend or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the Lock-Up Perioddisposition by any person at any time in the future of) any Company Securities (collectively, make a “Disposition”), or any demand securities convertible into or exercisable or exchangeable for, or exercise any right with respect torights to purchase or otherwise acquire, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, any Company Securities held by the undersigned mayor acquired by the undersigned after the date hereof, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree may be deemed to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are beneficially owned by the undersigned or (collectively, the undersigned’s family members (as defined in Section A.1(a)(5) of “Lock-Up Securities”), pursuant to the General Instructions S-8 Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period commencing on the date hereof and no ending 180 days after the date of the Company’s prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representative, (ii) enter into any swap or other public filing transaction that transfers to another, in whole or report regarding in part, any of the economic consequences of ownership of such Lock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or other Company Securities, in cash or otherwise, or (iii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer shall be required or shall be voluntarily made other disposition of any of the Lock-Up Securities or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Securities during the Lock-Up Period, even if such Lock-Up Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Securities. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase in the Offering. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representative will notify the Company of the impending release or waiver and (ii) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the undersigned may transfer the undersigned’s Lock-Up Securities (i) as a bona fide gift or gifts; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or if the undersigned is a trust, to any trust beneficiary (including such trust beneficiary’s estate) of the undersigned; (iii) by will or intestate succession upon the death of the undersigned; (iv) as a distribution to members, limited partners or stockholders of the undersigned; (v) to the undersigned’s affiliates; or (vi) with the prior written consent of the Representative on behalf of the Underwriters; provided, however, that in the case of any transfer pursuant to (i), (ii),(iii), (iv) or (v) above, it shall be a condition to the transfer that the donee, trustee, heir, or other transferee, as the case may be, agree to be bound in writing by the restrictions set forth herein; provided, further, that any transfer pursuant to (i), (ii), (iii), (iv) or (v) above shall not involve a disposition for value; provided, further, that no filing by the undersigned or any other party (including any donor, donee, transferor or transferee) under the Exchange Act or other public announcement reporting a reduction in beneficial ownership of shares of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Lock-Up Agreementletter, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the date hereofShares, you will release the undersigned from the obligations under this letter agreement. In furtherance of the foregoing, the Undersigned’s Shares Company and its transfer agent and registrar are not, and for the duration hereby authorized to decline to make any transfer of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, Securities if such transfer would constitute a violation or granted as collateral or security for any obligationbreach of this letter. [In addition, notwithstanding the foregoing, during the Lock-Up Period, This letter shall be binding on the undersigned may sell or otherwise dispose and the respective successors, heirs, personal representatives and assigns of the Undersigned’s Shares for undersigned. Capitalized terms used but not defined herein have the purpose of raising proceeds respective meanings assigned to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined such terms in the Underwriting Agreement). Very truly yours, provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Name:

Research Analyst Independence. The Company and the Selling Stockholder Stockholders acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder Stockholders by any Underwriter’s investment banking division. The Company and the Selling Stockholder Stockholders acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between the Company, the Selling Stockholder Stockholders and the several Underwriters. Very truly yours, HEARTLAND EXPRESSUSA TRUCK, INC. /s/ Xxxx Mxxxxxx X. Xxxxxxx Name: Xxxx Mxxxxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERSTOCKHOLDERS: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 BXXXX STREET CAPITAL, L.P. By: BXXXX STREET CAPITAL GP, LLC General Partner /s/ Vxxxx Xxxxxxxx X. Xxxxxx Name: Vxxxx Xxxxxxxx X. Xxxxxx Title: Trustee Managing Member SH CAPITAL PARTNERS, L.P. By: Stone House Capital Management, LLC Its: General Partner /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Managing Member CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I II hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX SXXXXXXX INC. By: /s/ Xxxxxxx Mxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESCXXXX AND COMPANY, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx Kxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Selling Stockholders Name Number ofFirm of Firm Shares Xxxxxxto be Sold Maximum Number of Additional Shares Subject to Option Bxxxx Street Capital, Xxxxxxxx & L.P. 1,217,392 182,608 SH Capital Partners, L.P. 521,739 78,261 Total: 1,739,131 260,869 SCHEDULE II Name Number of Firm Shares Sxxxxxxx Inc. 1,391,305 Cxxxx and Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 347,826 Total: 3,250,000 Schedule II 1,739,131 SCHEDULE III Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx NetRoadshow presentation dated May 2015 previously provided to counsel for the Company and the Underwriters Pricing Information Number of Firm Shares: 3,250,000 1,739,131 Number of Additional Shares: 487,500 260,869 Public Offering Price: $23.75 20.00 per share of Common Stock Exhibit EXHIBIT A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressUSA Truck, Inc. Form of Lock-Up Agreement XXXXXX_________________, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX 2015 SXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T SecuritiesCXXXX AND COMPANY, LLC As Representatives of the Several Underwriters xc/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxo Stephens Inc. 100 Xxxxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 Re: Heartland ExpressUSA Truck, Inc. - – Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland ExpressUSA Truck, Inc., a Nevada Delaware corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Sxxxxxxx Inc. and Cxxxx and Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I II to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 selling stockholders named in Schedule I thereto (the “Selling StockholderStockholders”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, IncorporatedSxxxxxxx Inc., the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, IncorporatedSxxxxxxx Inc., the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] or (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may (i) sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only Stock and (ii) forfeit or surrender to the Company the undersigned’s restricted shares of Common Stock due to failure to achieve vesting requirements associated with such restricted shares, provided that if the undersigned is required to make a filing under the Exchange Act reporting a reduction of beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such forfeiture or surrender, the undersigned shall include for Xxxxxxx X. Xxxxxxa statement in such report to the effect that the purpose of such forfeiture or surrender was due to failure to meet vesting requirements associated with the undersigned’s restricted shares. Nothing contained herein shall apply to or otherwise restrict any transfer or deemed transfer of shares of Common Stock or options to purchase Common Stock to the Company in connection with the exercise of options to purchase Common Stock only to the extent that such options would expire during the Lock-Up Period, who serves including, but not limited to, the payment of the exercise price of such options to acquire Common Stock, or to otherwise satisfy tax withholding obligations in connection with the exercise of such stock options. Furthermore, the undersigned may, during the Lock-Up Period, sell shares of Common Stock purchased by the undersigned on the open market following the closing of the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the SEC and (ii) the undersigned does not otherwise voluntarily effect any public filing or report with the SEC regarding such sales. If (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or other press release of material information or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release its earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended by, and the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of, the 18-day period beginning on the issuance of the earnings or other press release or the occurrence of the material event; provided, however, that such extension of the lock-up period shall not apply if (1) the Underwriters meet the requirements set forth in paragraph (a)(1)(iii) of Rule 139 under the Securities Act, (2) at the expiration of the Lock-Up Period, the Common Stock are “actively traded securities” (as trustee defined in Regulation M under the Exchange Act) and (3) the Company meets the applicable requirements of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments paragraph (a)(1) of Rule 139 under the Securities Act in the form manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares in violation of this Lock-Up Agreement. The undersigned understands that the Company common shares and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions, and the Public Offering will only be made pursuant to her the Underwriting Agreement. This Lock-Up Agreement shall automatically terminate and be of no further force and effect if (i) the Representatives advise the Company and the Selling Stockholders, or to other trusts set up for her benefitthe Company or the Selling Stockholders advise the Representatives, which would be covered by clause in writing, that they or it will not proceed with the Public Offering, (ii).) the Underwriting Agreement terminates before the sale of any Shares to the Underwriters, or (iii) the Underwriting Agreement has not been executed by the Company, the Selling Stockholders and the Representatives by June 15, 2015. Very truly yours, Signature: Print name: Title:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. ADAMIS PHARMACEUTICALS CORPORATION /s/ Xxxx Dxxxxx X. Xxxxxxx Xxxxx Name: Xxxx Dxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Exxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm of Firm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressWarrants Rxxxxxx Jxxxx & Associates, Inc. 10,800,000 10,800,000 Maxim Group LLC 1,200,000 1,200,000 Total: 12,000,000 12,000,000 SCHEDULE II Issuer Free Writing Prospectus None. - 38 - SCHEDULE III Persons Subject to Lock-Up up Dxxxxx X. Xxxxx, Ph.D Rxxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxxxxxx Dxxxx X. Xxxxxxxxx Wxxxxxx X. Xxxxx, III Rxxxxx X. Xxxxxxx Kxxxx X. Xxxxxxx Rxxxxx X. Xxxx, M.D. EXHIBIT A Form of Warrant - 40 - EXECUTION VERSION EXHIBIT B Form of Lock-up Agreement XXXXXX_________, XXXXXXXX 2019 Adamis Pharmaceuticals Corporation 10000 Xx Xxxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 RXXXXXX JXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x Xxxxxxo Raymond Jxxxx & Associates, Inc. 800 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation Adamis Pharmaceuticals Corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC ) - Restriction on Stock Sales Dear Sirs and BB&T Capital Markets, a division of BB&T Securities, LLC (together, Madams: This letter is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)) to be entered into by the Company, on behalf as issuer, and Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of the several Underwriters named in Schedule I to such agreement certain underwriters (collectively, the “Underwriters”)) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, with the Underwriters intend to effect a public offering of Common Stock, par value $0.0001 per share, of the Company and warrants to purchase Common Stock of the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 Company (the “Selling StockholderSecurities”), providing for a public offering as described in and contemplated by the registration statement of the Company on Form S-3, File No. 333-226100 (the “Public Registration Statement”), as filed with the Securities and Exchange Commission on July 9, 2018 (the “Offering”) ). The undersigned recognizes that it is in the best financial interests of Shares the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as defined in an inducement to the Underwriters to execute the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby acknowledges and agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not (i) offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale purchase or otherwise dispose of (collectively, a “Disposition”) any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common StockCompany Securities, or any securities convertible intointo or exercisable or exchangeable for, exchangeable for or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that represent the right may be deemed to receive shares of Common Stock, whether now be beneficially owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively collectively, the “Undersigned's Lock-Up Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession pursuant to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, Rules and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period commencing on the date hereof and no ending 60 days after the date of the Company’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of Rxxxxxx Jxxxx & Associates, Inc. or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other public filing disposition of any of the Lock-Up Shares or report regarding such transfer shall be required other securities of the Company held by the undersigned, or shall be voluntarily made to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. For purposes The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds agreement not to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, make any Disposition during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect you have agreed that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).foregoing restrictions shall not apply to:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, PLX PHARMA INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee Title CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Number Name Number ofFirm Firm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule SCHEDULE II Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Prospectus SCHEDULE III Persons Subject to Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).up

Research Analyst Independence. The Company and the Selling Stockholder Shareholders acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Shareholders hereby waive waives and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the and/or Selling Stockholder Shareholders by any Underwriter’s investment banking division. The Company and the Selling Stockholder Shareholders each acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Stockholders and the several Underwriters. Very truly yours, HEARTLAND EXPRESSApplied Optoelectronics, INC. /s/ Xxxx X. Xxxxxxx Inc. Xxxxxxxx Xxx President and Chief Executive Officer The Selling Stockholders Named in Schedule II Hereto, Acting Severally By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee Attorney-in-Fact CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESXXXXXXX & CO. By: Authorized Representative SCHEDULE I Schedule of Underwriters Name Number Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Xxxxxxx & Co. Xxxxx and Company, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIESXxxx Capital Partners, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 SCHEDULE II Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Selling Stockholders Stockholder Maximum Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Annex A

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by applicable law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing Underwriting Agreement correctly sets forth the agreement between understanding among the Company, the Selling Stockholder Company and the several Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. HOLLYFRONTIER CORPORATION By: /s/ Xxxxxxx X. Xxxx By: Xxxxxxx X. Xxxxxxx Xxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED Treasurer Confirmed and accepted as of the date first above mentionedwritten: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director XXXXXXX, on behalf of the Representatives and the other several Underwriters named in Schedule I heretoSACHS & CO. XXXXXXBy: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President XXXXXXX LYNCH, XXXXXXXX PIERCE, XXXXXX & COMPANY, XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESXxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director, Head of U.S. Syndicate TD SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Xxxx Xxxx Name: Xxxx Xxxx Title: Director BB&T CAPITAL MARKETSANNEX A List of each Issuer General Use Free Writing Prospectus Issuer General Use Free Writing Prospectuses that are Part of the General Disclosure Package Term sheet containing the terms of the Securities, a division substantially in the form of BB&T SECURITIESExhibit B. Issuer General Use Free Writing Prospectuses that are Not Part of the General Disclosure Package Road show presentation, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 dated November 14, 2016 and first used November 14, 2016. Schedule I Name Number ofFirm Shares XxxxxxUnderwriter Principal Amount of Securities to Be Purchased Citigroup Global Markets Inc. $ 98,625,000 Xxxxxxx, Sachs & Co. $ 98,625,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 98,625,000 MUFG Securities Americas Inc. $ 98,625,000 TD Securities (USA) LLC $ 98,625,000 PNC Capital Markets LLC $ 41,250,000 Scotia Capital (USA) Inc. $ 41,250,000 SMBC Nikko Securities America, Inc. $ 41,250,000 SunTrust Xxxxxxxx & CompanyXxxxxxxx, Incorporated 975,000 Xxxxxxxx Inc. 975,000 $ 41,250,000 Xxxxx Fargo Securities, LLC 650,000 BB&T $ 41,250,000 BNP Paribas Securities Corp. $ 9,375,000 Citizens Capital Markets, a division of BB&T Inc. $ 9,375,000 U.S. Bancorp Investments, Inc. $ 9,375,000 Comerica Securities, LLC 650,000 Total: 3,250,000 Inc. $ 7,500,000 Deutsche Bank Securities Inc. $ 7,500,000 Fifth Third Securities, Inc. $ 7,500,000 Total $ 750,000,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number Subsidiary Jurisdiction of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressOrganization Equity Holder and % Held by Each 9952110 Canada Inc. Canada HollyFrontier Corporation (100%) Black Eagle, LLC Delaware HollyFrontier Corporation (100%) Eagle Consolidation LLC Delaware HollyFrontier Corporation (100%) El Paso Operating LLC Delaware HollyFrontier Corporation (100%) Ethanol Management Company LLC Delaware HollyFrontier Corporation (100%) Frontier Pipeline LLC Delaware HollyFrontier Corporation (100%) Frontier Refining & Marketing LLC Delaware HollyFrontier Corporation (100%) Xxxxx Biofuels LLC Delaware HollyFrontier Corporation (100%) Xxxxx Petroleum, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Delaware HollyFrontier Corporation (100%) Xxxxx Fargo SecuritiesRealty, LLC BB&T Capital MarketsDelaware HollyFrontier Corporation (100%) Xxxxx Refining Communications, a division of BB&T SecuritiesInc. Delaware HollyFrontier Corporation (100%) HollyFrontier Asphalt Company LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Cheyenne Refining LLC Delaware HollyFrontier Corporation (100%) HollyFrontier El Dorado Refining LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Holdings LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Navajo Refining LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Payroll Services, Inc. Delaware HollyFrontier Corporation (100%) HollyFrontier Refining & Marketing LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Services LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Transportation LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Tulsa Refining LLC Delaware HollyFrontier Corporation (100%) HollyFrontier Xxxxx Cross Refining LLC Delaware HollyFrontier Corporation (100%) Hollymarks, LLC As Representatives of the Several Underwriters x/x XxxxxxDelaware HollyFrontier Corporation (100%) HRM Realty, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland ExpressLLC Delaware HollyFrontier Corporation (100%) Lea Refining Company Delaware HollyFrontier Navajo Refining LLC (100%) Navajo Holdings, Inc. - Lock-Up Agreement Ladies New Mexico HollyFrontier Corporation (100%) Navajo Pipeline Co., L.P. Delaware Navajo Pipeline LP, L.L.C. (99.5%) and Gentlemen: Navajo Pipeline GP, L.L.C. (0.5%) Navajo Pipeline GP, L.L.C. Delaware Navajo Holdings, Inc. (100%) Navajo Pipeline LP, L.L.C. Delaware Navajo Holdings, Inc. (100%) Wainoco Resources, Inc. Delaware HollyFrontier Corporation (100%) Wainoco Oil and Gas Company Delaware Wainoco Resources, Inc. (100%) Whispering Eagle Holdings LLC Delaware HollyFrontier Corporation (100%) Exhibit A-1 FORM OF OPINION OF COMPANY COUNSEL The undersignedopinion of Xxxxxx & Xxxxxx L.L.P., an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with counsel for the Company and (capitalized terms not otherwise defined herein shall have the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined meanings provided in the Underwriting Agreement). In consideration of the agreement by the Underwriters , to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which this is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”an Exhibit), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) delivered pursuant to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(58(d) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it Underwriting Agreement shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).that:

Research Analyst Independence. The Company and the Selling Stockholder Operating Partnership acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and the Selling Stockholder Operating Partnership by any Underwriter’s investment banking division. The Company and the Selling Stockholder Operating Partnership acknowledge that each of the Underwriters is a full full-service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Execution Version Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Operating Partnership, the Manager and the several Underwriters. Very truly yours, HEARTLAND EXPRESSNEXPOINT REAL ESTATE FINANCE, INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDEROfficer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 NexPoint Real Estate Finance Operating Partnership GP, LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Title: Trustee Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE ADVISORS VII, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer Signature Page to Underwriting Agreement of NexPoint Real Estate Finance, Inc. CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Jozsi Popper Authorized Representative XXXXX FARGO SECURITIESSignature Page to Underwriting Agreement of NexPoint Real Estate Finance, LLC ByInc. Execution Version SCHEDULE I Name Principal Amount of Notes to be Purchase Xxxxxxx Xxxxx & Associates, Inc. $ 35,000,000 Total: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 $ 35,000,000 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II SCHEDULE II-1 Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation Term Sheet (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in attached hereto as Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting AgreementII-2). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx Schedule II-1 SCHEDULE III-1 [FORM OF OPINION OF WINSTON & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx XXXXXX LLP] [Winston & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, Xxxxxx LLP Letter Head] SCHEDULE III-2 [orFORM OF TAX OPINION OF WINSTON & XXXXXX LLP] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, SCHEDULE III-3 [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).FORM OF OPINION OF XXXXXXX XXXXX LLP]

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering and sale of the Shares that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. VOLITIONRX LIMITED /s/ Xxxx X. Xxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxx Title: Chief Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx NATIONAL SECURITIES CORPORATION By:/s/ Xxxxxxxx X. Xxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm of Firm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division Number of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule Additional Shares National Securities Corporation 4,365,000 654,750 Total 4,365,000 654,750 SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Price per share to the public: $2.75 Firm Shares: 3,250,000 Number of 4,365,000 Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. 654,750 SCHEDULE III Persons Subject to Lock-Up up Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx EXHIBIT A Form of Lock-up Agreement XXXXXX__________, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives 2020 National Securities Corporation as Representative of the Several Underwriters xc/x o National Securities Corporation 000 Xxxxxx Xxxxxx, Xxxxxxxx & Company25th Floor New York, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 New York 10281 Re: Heartland Express, Inc. - Lock-Up Agreement :Public Offering of VolitionRx Limited Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc.This Letter Agreement is being delivered to you, a Nevada holder of common stock, par value $0.001 per share (“Common Stock”), or rights to acquire Common Stock, of VolitionRx Limited, a Delaware corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, in connection with the “Representatives”) propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”)) to be entered into by and between the Company and National Securities Corporation, on behalf as representative (the “Representative”) of the several Underwriters underwriters named in Schedule I to such agreement the Agreement (collectively, the “Underwriters,” or each, an “Underwriter”), with respect to the proposed public offering of securities of the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling StockholderSecurities”), providing for ) pursuant to a public offering registration statement (the “Public Registration Statement”) on Form S-3 (File No. 333-227248; the “Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the Underwriters’ agreement by to enter into the Underwriters Agreement and to offer and sell proceed with the SharesOffering of the Securities, and of for other good and valuable consideration the consideration, receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company and the Underwriters that, without the prior written consent of the Representative, the undersigned will not, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”) after the date of the prospectus supplement relating to the Offering (the “Prospectus Supplement”), directly or indirectly (1) offer, pledge, assign, encumber, announce the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offerintention to sell, sell, contract to sell, pledgesell any option or contract to purchase, lendpurchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of any shares of the Company’s Common Stockof, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock owned either of record or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members beneficially (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, and in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the period ending 90 days after the date of the Prospectus Supplement, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The limitations set forth in the foregoing paragraph shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the Offering or in open market transactions after the completion of the Offering, provided that no other public filing or report regarding such transfer under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during in connection with subsequent sales of Common Stock or other securities acquired in the Lock-Up Period. For Offering or in such open market transactions; (b) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or for bona fide estate planning purposes, (ii) upon death or by will, testamentary document or intestate succession, (iii) to an immediate family member of the undersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Lock-Up Agreementagreement, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin. As ), (iv) not involving a change in beneficial ownership, (v) if the undersigned is a trust, to any beneficiary of the date hereofundersigned or the estate of any such beneficiary, or (vi) to a charity or educational institution; (c) distributions or transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to stockholders, direct or indirect affiliates (within the Undersigned’s Shares are notmeaning set forth in Rule 405 under the Securities Act of 1933, and as amended), current or former partners (general or limited), members or managers of the undersigned, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers; (d) sales under any existing Rule 10b5-1 plan or the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the duration transfer of this shares of Common Stock, provided that with respect to the establishment of a plan (i) such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Agreement Period and (ii) no public announcement or filing under the Undersigned’s Shares will not be, pledged, hypothecated, Exchange Act regarding the establishment of such plan shall be required or granted as collateral shall be voluntarily made by or security for any obligation. [In addition, notwithstanding on behalf of the foregoing, undersigned or the Company during the Lock-Up Period; and (e) sales of Common Stock pursuant to the terms of the Agreement, provided, in the case of clauses (b)-(c), that such transfer shall not involve a disposition for value and the transferee agrees in writing with the Underwriters and the Company to be bound by the terms hereof. Moreover, the undersigned may sell foregoing restrictions shall not apply to (i) the exercise of stock options or otherwise dispose other equity awards granted pursuant to the Company’s equity incentive plans prior to the date of the Undersigned’s Shares for Prospectus Supplement; (ii) cashless “net” exercises of options and warrants held by the purpose of raising proceeds to cover or otherwise satisfying undersigned; and (iii) the reasonably estimated U.S. federal or state tax liability incurred receipt by the undersigned as a result of any securities of the vestingCompany directly from the Company, during the Lock-Up Periodincluding, of restricted but not limited to, shares of Common Stock outstanding on the date hereof and stock options granted pursuant to stock plans disclosed in the Time Company’s equity incentive plans, and warrants exercisable for securities of Sale Information (as defined in the Underwriting Agreement), Company; provided that each any securities of the Company issued upon exercise thereof shall continue to be subject to the terms of this Letter Agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer shall occur on would constitute a violation or about breach of this Letter Agreement. The undersigned hereby represents and warrants that the time undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of such vesting and the undersigned shall be of an amount binding upon the successors, assigns, heirs or personal representatives of the Undersigned’s Shares that raises gross proceeds undersigned. The undersigned understands that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required Agreement does not become effective, or if the Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to make a filing under the Exchange Act reporting a reduction in beneficial ownership payment for and delivery of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or dispositionCommon Stock to be sold thereunder, the undersigned shall include a statement be released from all obligations under this Letter Agreement. The undersigned, whether or not participating in such report the Offering, understands that the Underwriters are entering into the Agreement and proceeding with the Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the effect that the purpose conflict of such sale or laws principles thereof (other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTDthan New York General Obligations Law § 5-1401). Very truly yours, [STOCKHOLDER] By:______________________________________ Name: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Title:

Research Analyst Independence. The Company and the Selling Stockholder Transaction Entities acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Transaction Entities hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder Transaction Entities by any Underwriter’s investment banking division. The Company and the Selling Stockholder Transaction Entities acknowledge that each of the Underwriters is a full full-service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. [Signature page follows.] Please confirm that the foregoing correctly sets forth the agreement between among the CompanyTransaction Entities, the Selling Stockholder Manager and the several Underwriters. Very truly yours, HEARTLAND EXPRESSALPINE INCOME PROPERTY TRUST, INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERALPINE INCOME PROPERTY OP, LP By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Alpine Income Property GP, LLC, its sole general partner By: Alpine Income Property Trust, Inc., its sole member By: Name: Xxxxxxxx X. Xxxxxx Title: Trustee ALPINE INCOME PROPERTY MANAGER, LLC By: Consolidated-Tomoka Land Co., its sole member By: Name: Title: Signature Page to Underwriting Agreement of Alpine Income Property Trust, Inc. CONFIRMED as of the date first above mentioned, on behalf of the Representatives itself and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESSignature Page to Underwriting Agreement of Alpine Income Property Trust, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule Inc. SCHEDULE I Name Number ofFirm of Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Inc. [●] Xxxxxx X. Xxxxx & Co. Incorporated [●] X. Xxxxx FBR, Inc. [●] BMO Capital Markets Corp. [●] Xxxxxx Xxxxxxxxxx Xxxxx LLC [●] X.X. Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Co. [●] Total: 3,250,000 Schedule [●] SCHEDULE II Formation Transaction Agreements [To come.] SCHEDULE III Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Prospectus: Issuer Free Writing Prospectus, dated November 19, 2019, filed pursuant to Rule 433 under the Securities Act on November 19, 2019 Pricing Information Information: Number of Firm Shares: 3,250,000 [●] Number of Additional Shares: 487,500 [●] Public Offering PricePrice per Share: $23.75 per share [●] SCHEDULE IV Persons and Entities Subject to Lock-up Xxxx X. Xxxxxxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxx X. Xxxxxx, Xx. X. Xxxxxx Good Xxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx Alpine Income Property Manager, LLC Consolidated-Tomoka Land Co. SCHEDULE V Subsidiaries of Common Stock Exhibit the Transaction Entities (After Giving Effect to the Formation Transactions) Name of Entity Jurisdiction of Incorporation / Formation Alpine Income Property GP, LLC Delaware PINE19 Alpharetta GA LLC Delaware PINE19 Jacksonville FL LLC Delaware LHC15 Glendale AZ LLC Delaware CTO17 Hillsboro OR LLC Delaware Bluebird MetroWest Orlando, LLC Delaware CTO17 Brandon FL LLC Delaware CTO16 Raleigh LLC Delaware CTO16 Reno LLC Delaware Indigo Xxxxx LLC Florida CTO17 Saugus LLC Delaware CTO16 Charlottesville LLC Delaware CTO16 Huntersville LLC Delaware CTO19 Birmingham LLC Delaware CTO19 Albany GA LLC Delaware CTO19 Winston Salem NC LLC Delaware CTLC18 Lynn MA LLC Delaware CTO19 Xxxx WI LLC Delaware EXHIBIT A Form of Lock-up Agreement [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express●], 2019 Xxxxxxx Xxxxx & Associates, Inc. Lock-Up Agreement XXXXXX000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC Xxxxxxx 00000 As Representatives Representative of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland ExpressAlpine Income Property Trust, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, ) - Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, Alpine Income Property OP, LP (the “Operating Partnership”), on behalf Alpine Income Property Manager, LLC (the “Manager”) and Xxxxxxx Xxxxx & Associates, Inc. as the representative (the “Representative”) of the several Underwriters named in Schedule I to such agreement certain underwriters (collectively, the “Underwriters”)) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for Underwriters intend to effect a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stockcommon stock, par value $0.01 per share (the “Common StockShares”), as described in and contemplated by the registration statement of the Company on Form S-11 (File No. 333-234304) (the “Registration Statement”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not, directly or indirectly, (i) offer, pledge, sell, contract to sell, contract to purchase, grant any option, right or warrant to purchase, lend or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Securities (collectively, a “Disposition”), or any options securities convertible into or warrants to purchase any shares of Common Stockexercisable or exchangeable for, or any securities convertible intorights to purchase or otherwise acquire, exchangeable for any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that represent the right may be deemed to receive shares of Common Stock, whether now be beneficially owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively collectively, the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up PeriodSecurities”), make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession pursuant to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, Rules and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period commencing on the date hereof and no ending 180 days after the date of the Company’s prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc., (ii) enter into any swap or other public filing agreement that transfers to another, in whole or report regarding in part, any of the economic consequences of ownership of such Lock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or other Company Securities, in cash or otherwise, or (iii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer shall be required or shall be voluntarily made other disposition of any of the Lock-Up Securities or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Securities during the Lock-Up Period, even if such Lock-Up Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Securities. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), the Representative will notify the Company of the impending release or waiver and (ii) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, the Representative has agreed that the undersigned may transfer the undersigned’s Lock-Up Securities (i) as a bona fide gift or gifts; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or if the undersigned is a trust, to any trust beneficiary (including such trust beneficiary’s estate) of the undersigned; (iii) by will or intestate succession upon the death of the undersigned; (iv) as a distribution to members, limited partners or stockholders of the undersigned; (v) to the undersigned’s affiliates; or (vi) with the prior written consent of the Representative on behalf of the Underwriters; provided, however, that in the case of any transfer pursuant to (i), (ii),(iii), (iv) or (v) above, it shall be a condition to the transfer that the donee, trustee, heir, or other transferee, as the case may be, agree to be bound in writing by the restrictions set forth herein; provided, further, that any transfer pursuant to (i), (ii), (iii), (iv) or (v) above shall not involve a disposition for value; provided, further, that no filing by the undersigned or any other party (including any donor, donee, transferor or transferee) under the Exchange Act or other public announcement reporting a reduction in beneficial ownership of shares of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Lock-Up Agreementletter, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the date hereofShares, the Undersigned’s Shares Representative will release the undersigned from the obligations under this letter agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are not, and for the duration hereby authorized to decline to make any transfer of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, Securities if such transfer would constitute a violation or granted as collateral or security for any obligationbreach of this letter. [In addition, notwithstanding the foregoing, during the Lock-Up Period, This letter shall be binding on the undersigned may sell or otherwise dispose and the respective successors, heirs, personal representatives and assigns of the Undersigned’s Shares for undersigned. Capitalized terms used but not defined herein have the purpose of raising proceeds respective meanings assigned to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined such terms in the Underwriting Agreement). Very truly yours, provided that each such transfer shall occur on or about the time EXHIBIT B-1 Opinion and Negative Assurance Letter of such vesting and shall be Xxxxxx & Xxxxxx L.L.P. EXHIBIT B-2 Tax Opinion of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Xxxxxx & Xxxxxx L.L.P. EXHIBIT B-3

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSADMA BIOLOGICS, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares Rxxxxxx Jxxxx & Associates, Inc. [●] Total: _________ SCHEDULE II SCHEDULE III Issuer Free Writing Prospectus SCHEDULE IV Persons Subject to Lock-up Axxx X. Xxxxxxxx Sxxxxx X. Xxxx Dx. Xxxxxxxx Xxxxx Bxxxxx X. Xxxx Dxx X. Xxxxxxxxx, M.D. Jxxxxxx X. Xxxxxxx, D.P.S. Lxxxxxxx X. Xxxxxxx Exxx X. Xxxxxxx Bxxxx Xxxx Jxxxx Xxxx, M.D., Ph.D. Biotest Pharmaceuticals Corporation Biotest AG Aisling Capital II LP Biomark Capital Fund IV LP EXHIBIT A Form of Lock-up Agreement _______, 2017 ADMA Biologics, Inc. 400 Xxxxx Xxxxx 00 Xxxxxx, Xxxxxxxx XX 00000 RXXXXXX JXXXX & CompanyASSOCIATES, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x Xxxxxxo Raymond Jxxxx & Associates, Inc. 800 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland ExpressADMA Biologics, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, ) - Restriction on Security Sales Dear Sirs: This letter agreement is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, and Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of common stock, par value $0.0001 per share, of the Company (the “Shares”), on behalf as described in and contemplated by the registration statement of the several Company on Form S-1, File No. 333-[_____] (the “Registration Statement”), as filed with the Securities and Exchange Commission on [__________], 2017 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters named in Schedule I that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to such agreement the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “UnderwritersLock-Up Shares”), with pursuant to the Company rules and regulations promulgated under the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 Securities Act of 1933, as amended (the “Selling StockholderAct”), providing and the Securities Exchange Act of 1934, as amended, for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning commencing on the date hereof and ending on the date that is 90 days from after the date of the final Company’s prospectus relating first filed pursuant to Rule 424(b) under the Public Offering Act, inclusive (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of XxxxxxRxxxxxx Jxxxx & Associates, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract Inc. or (ii) exercise or seek to sell, pledge, lend, grant exercise or effectuate in any option to purchase, make manner any short sale or otherwise dispose rights of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or nature that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within or may have hereafter to require the rules and regulations Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other Company Securities and Exchange Commission (collectively held by the “Undersigned's Shares”)undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restriction is restrictions are expressly agreed to preclude the undersigned from engaging in any hedging hedging, collar (whether or not for any consideration) or other transaction that is designed to result in, or that reasonably could be expected to lead toor result in a Disposition of Lock-Up Shares during the Lock-Up Period, a sale or disposition of the Undersigned’s Shares even if such Lock-Up Shares would be disposed of by someone other than the undersignedsuch holder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call optionoption or reversal or cancellation thereof) with respect to any of the Undersigned’s Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from such Lock-Up Shares. In addition, Notwithstanding the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, agreement not to make any Disposition during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided you have agreed that the donee or donees thereof agree to be bound in writing by the foregoing restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).apply to:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge Partnership acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock TEPPCO Entities and/or the offering that differ from the views of their respective investment banking divisions. The Company Partnership hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Partnership may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder Partnership by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge Partnership acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company, the Selling Stockholder Partnership and the several Underwriters. Very truly yours, HEARTLAND EXPRESSTEPPCO PARTNERS, INC. L.P. By: Texas Eastern Products Pipeline Company, LLC, its General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned, on behalf of the Representatives written above. Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I heretoto the foregoing Agreement. XXXXXXSCHEDULE I Underwriters Number of Firm Units to be Purchased Citigroup Global Markets Inc. 1,150,000 Xxxxxx Brothers Inc. 1,150,000 UBS Securities LLC 550,000 X.X. Xxxxxxx & Sons, XXXXXXXX Inc. 475,000 Wachovia Capital Markets, LLC 475,000 Xxxxxxx Xxxxx & COMPANYAssociates, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Inc. 300,000 RBC Capital Markets Corporation 300,000 Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T 300,000 KeyBanc Capital Markets, a division of BB&T SecuritiesMcDonald Investments Inc. 300,000 Total 5,000,000 SCHEDULE II SUBSIDIARIES TEPPCO Terminals Company, L.P. TEPPCO Interests, LLC 650,000 TotalTG Pipeline GP, LLC TG Pipeline LP, LLC TG Pipeline, L.P. TEPPCO NGL Pipelines, LLC Chaparral Pipeline Company, X.X. Xxxx Pipeline Company, L.P. Panola Pipeline Company, L.P. Quanah Pipeline Company, L.P. Val Verde Gas Gathering Company, X.X. Xxxxxx Pipeline Company, L.P. Jonah Gas Gathering Company Jonah Gas Marketing, LLC TEPPCO Colorado, LLC TEPPCO Crude GP, LLC TEPPCO Crude Oil, L.P. Lubrication Services, L.P. TEPPCO Crude Pipeline, L.P. TEPPCO Seaway, L.P. SCHEDULE III LOCK-UP AGREEMENTS Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx W. Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx J. Xxxxxxx Xxxxxxxx Xxxx X. Xxxxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxx X. XxXxxx Xxxxxxx Xxxxxxxx C. Xxxxx Xxxxxxx SCHEDULE IV SIGNIFICANT SUBSIDIARIES TE Products Pipeline Company, Limited Partnership Jonah Gas Gathering Company TEPPCO GP, Inc. TEPPCO Midstream Companies, L.P. Val Verde Gas Gathering Company, L.P. TEPPCO NGL Pipelines, LLC TEPPCO Crude Pipeline, L.P. TEPPCO Crude GP, LLC TCTM, L.P. TEPPCO Crude Oil, L.P. TEPPCO Seaway, L.P. SCHEDULE V Underwriting Agreement dated June 28, 2006 Registration Statement No. 333-110207 Representatives: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Citigroup Global Markets Inc. and Xxxxxx Brothers Inc. Title, Purchase Price and Description of Securities: Title: Units representing limited partner interests Number of Firm SharesUnits to be sold by the Partnership: 3,250,000 5,000,000 Number of Additional SharesOption Units to be sold by the Partnership: 487,500 750,000 Price per Unit to Public Offering Price(include accrued dividends, if any): $35.50 Price per Unit to the Underwriters — total: $23.75 per share 34.08 Other provisions: Prior to the purchasing of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressUnits being offered pursuant to the Final Prospectus, Inc. Lock-Up Agreement XXXXXXbetween June 26 and June 28, XXXXXXXX & COMPANY2006, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives one of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)purchased, on behalf of the several Underwriters named underwriting syndicate, 160,000 LP Units at an average price of $35.6703 per LP Unit in Schedule I stabilizing transactions. Closing Date, Time and Location: July 5, 2006 at 10:00 a.m. at Xxxxx Xxxxx L.L.P., One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 Type of Offering: Non-Delayed Date referred to such agreement (collectively, in Section 5(i) after which the “Underwriters”), with Partnership may offer or sell securities issued by the Company and Partnership without the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration consent of the agreement by the Underwriters Representative(s): August 27, 2006 Modification of items to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).the letter from KPMG LLP delivered pursuant to Section 6(e) at the Execution Time: None SCHEDULE VI Schedule of Free Writing Prospectuses included in the Disclosure Package Free Writing Prospectus filed by the Partnership with the Commission on June 28, 2006 Exhibit A Form of Opinion of Xxxxx Xxxxx L.L.P.

Research Analyst Independence. The Company and acknowledges that the Selling Stockholder acknowledge that (a) the UnderwritersPlacement Agents’ research analysts and research departments are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (b) that the UnderwritersPlacement Agents’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisionsdivision. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters any Placement Agent with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or by the Selling Stockholder by any Underwriter’s Placement Agents’ investment banking division. The Company and acknowledges that the Selling Stockholder acknowledge that each of the Underwriters Placement Agents is a full service securities firm and as such, such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies Company; provided, however, that are nothing in this Section 21 shall relieve the subject Placement Agents of any responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations. Effectiveness of this Agreement; Counterparts . This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument and such signatures may be delivered by facsimile or PDF format via email. BUS_RE/5817412.1 If the foregoing is in accordance with your understanding of the transactions contemplated by this Agreement. Please confirm that agreement among the foregoing correctly sets forth the agreement between the Company, the Selling Stockholder Company and the several UnderwritersPlacement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, HEARTLAND EXPRESSUQM TECHNOLOGIES, INC. By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Vice President of Finance Treasurer, Secretary and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED Accepted as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I heretowritten: XXXXXXXXXXX & CO. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxx Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESName: Xxxx Xxxxxxx Title: Managing Director – Investment Banking X.X. XXXXXXXXXX & CO., LLC By: /s/ Xxxxx Xxxxxx Authorized Representative X. Xxxxxxx Name: Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC ByX. Xxxxxxx Title: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II BUS_RE/5817412.1 SCHEDULE A General Use Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number None. BUS_RE/5817412.1 SCHEDULE B List of Firm Sharesofficers and directors subject to Section 5 Directors: 3,250,000 Number Xxxxxx X. Xxxxxxxxxxxxx Xxxxxxx X. Xxx Xxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxx Officers: Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxx X. Xxx BUS_RE/5817412.1 EXHIBIT A Form of Additional Shares: 487,500 Public Offering Price: $23.75 per share Subscription Agreement (See Exhibit 10.1 to Form 8-K) BUS_RE/5817412.1 EXHIBIT B Form of Common Stock Warrant (See Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. 4.1 to Form 8-K) BUS_RE/5817412.1 EXHIBIT D Form of Lock-Up Agreement XXXXXXOctober [__], XXXXXXXX 2015 Xxxxxxxxxxx & COMPANYCo. Inc. 00 Xxxxx Xxxxxx Xxx Xxxx, INCORPORATED XXXXXXXX INC. Xxxxx Fargo SecuritiesXX 00000 X.X. Xxxxxxxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re:Xxxxxxxxxxx & Co. Inc. Dear Sirs: Heartland ExpressIn order to induce Xxxxxxxxxxx & Co. LLC (“Oppenheimer”) and Xxxxxx & Xxxxxxx a unit of X.X. Xxxxxxxxxx & Co. (“Xxxxxxxxxx” and collectively with Oppenheimer the “Placement Agents”), Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Expressto enter in to a certain placement agent agreement with UQM Technologies, Inc., a Nevada Colorado corporation (the “Company”), or with respect to the offering of, up to an aggregate of [______] units, with each Unit consisting of (i) one share of its subsidiariescommon stock (each a “Share”), understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement $0.01 par value per share (the “Underwriting AgreementCommon Stock”), on behalf ) of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for ii) one warrant to purchase [__] of a public offering (the “Public Offering”) share of Shares (as defined in the Underwriting Agreement). In consideration Common Stock of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Company the undersigned hereby agrees that, that during the period beginning on the date hereof through and ending on including the date that is 90 days from the 90th day after the date of the final prospectus relating to the Public Offering Placement Agent Agreement (the “Lock-Up Period”), the undersigned agrees thatwill not, without the prior written consent of XxxxxxXxxxxxxxxxx, Xxxxxxxx & Companydirectly or indirectly, Incorporated, the undersigned will not (i) offer, sell, assign, transfer, pledge, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”)of, or any options or warrants announce the intention to purchase otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or any similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into, into or exercisable or exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly hereafter acquired by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within or hereafter acquires the rules and regulations power of disposition, or (iii) engage in any short selling of the Securities and Exchange Commission Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (collectively i) the “Undersigned's Shares”). The foregoing restriction is expressly agreed Company issues an earnings release or material news or a material event relating to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition Company occurs during the last 17 days of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, (ii) prior to the registration expiration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the BUS_RE/5817412.1 occurrence of the material news or material event, except that such extension will not apply if, (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to Common Stock is an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members “actively traded security” (as defined in Section A.1(a)(5) of the General Instructions S-8 Regulation M under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) the Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4) and no other public filing (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publication or report regarding such transfer shall be required or shall be voluntarily made distribution, by the Underwriter, of any research reports relating to the Company during the Lock-Up Period. For purposes 15 days before or after the last day of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of (before giving effect to such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments extension). The restrictions set forth in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).immediately preceding paragraph shall not apply to:

Research Analyst Independence. The Company and acknowledges that the Selling Stockholder acknowledge that (a) the UnderwritersPlacement Agents’ research analysts and research departments department are required to be independent from their respective investment banking divisions division and are subject to certain regulations and internal policies policies, and (b) the Underwritersthat such Placement Agents’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisionsdivision. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters Placement Agents with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Placement Agents’ investment banking division. The Company and acknowledges that the Selling Stockholder acknowledge that each of the Underwriters is a Placement Agents are full service securities firm firms and as such, such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its their own account or the account of its their customers and hold long or short positions in debt or equity securities of the companies Company; provided, however, that are nothing in this Section 17 shall relieve the subject Placement Agents of the transactions contemplated by this Agreementany responsibility or liability they may otherwise bear in connection with activities in violation of applicable securities laws, rules and regulations. Please confirm that [Signature Page Follows] If the foregoing correctly sets forth is in accordance with your understanding of the agreement between the Company, the Selling Stockholder Company and the several UnderwritersPlacement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, HEARTLAND EXPRESSADVENTRX PHARMACEUTICALS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx Exxx X. Xxxxxx Name: Xxxxxxxx Exxx X. Xxxxxx Title: Trustee CONFIRMED Chief Executive Officer Accepted as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED Bywritten: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, THINKEQUITY PARTNERS LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETSDxxxx X. Xxxxxx, a division of BB&T SECURITIESXx. Name: Dxxxx X. Xxxxxx, Xx. Title: Partner FORTIS SECURITIES LLC By: /s/ Dxxxxxx Xxxxxxxxx Name: Dxxxxxx Xxxxxxxxx Title: Executive Director By: /s/ Exxx Xxxxxxx X. Xxxxx Authorized Representative Name: Exxx Xxxxxxx X. Xxxxx Title: Managing Director US 3297123v.16 Schedules and Exhibits Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 TotalI: 3,250,000 Schedule II Issuer General Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number Schedule II: Permitted Free Writing Prospectuses Exhibit A: Form of Firm SharesSubscription Terms Exhibit B: 3,250,000 Number Form of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division Exhibit C: List of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Directors and Executive Officers Executing Lock-Up Agreement Agreements Exhibit D: Pricing Information Schedule I Issuer General Free Writing Prospectuses None Schedule II Permitted Free Writing Prospectuses None Exhibit A Form of Subscription Terms ADVENTRX Pharmaceuticals, Inc. 6000 Xxxx Xxxxx Xxxx Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation undersigned (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “RepresentativesInvestor”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), hereby confirms and agrees with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (you as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).follows:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing correctly sets forth the agreement understanding between the Underwriters and the Company, please so indicate in the Selling Stockholder and the several Underwritersspace provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEARTLAND EXPRESSPEAK RESORTS, INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of Accepted on the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I heretowritten. FBR CAPITAL MARKETS & CO. By: Name: Title: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. ByName: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC ByTitle: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division For itself and as Representatives of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 the other Underwriters named on Schedule I Name hereto. SCHEDULE I Underwriter Number ofFirm of Initial Shares to be Purchased FBR Capital Markets & Co. Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxxx & Co. Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Total EXHIBIT A-1 Lock-Up Agreement XXXXXX, XXXXXXXX 2014 FBR Capital Markets & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Co. Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, c/o FBR Capital Markets & Co. 0000 00xx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 ReAttn: Heartland Express, Inc. - Lock-Up Agreement Syndicate Department Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, undersigned understands that FBR Capital Markets & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital MarketsIncorporated (the each, a division of BB&T Securities, LLC (“Representative” and together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)) with Peak Resorts, on behalf of the several Underwriters named in Schedule I to such agreement (collectivelyInc., the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 a Missouri corporation (the “Selling StockholderCompany”), providing for a the public offering (the “Public Offering”) by the Representatives of Shares shares of common stock (as defined in “Firm Shares”), par value $0.01 per share, of the Underwriting AgreementCompany (the “Shares”). In consideration of To induce the agreement by Representatives to continue its efforts in connection with the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledgedPublic Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, it will not, during the period beginning commencing on the date hereof and ending on the date that is 90 180 days from after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that(1) offer, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offerpledge, sell, contract to sell, pledgegrant, lend, grant any option to purchase, make any short sale or otherwise transfer or dispose of of, directly or indirectly, any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, Shares or any securities convertible into, into or exercisable or exchangeable for Shares, or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian2) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in enter into any hedging swap or other transaction arrangement that is designed transfers to result inanother, in whole or that reasonably could be expected to lead toin part, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or with respect to any security that includessuch other securities, relates to in cash or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Sharesotherwise. Notwithstanding the foregoing, the undersigned may, during may transfer Shares without the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member prior consent of the immediate family Representatives in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the undersignedPublic Offering, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (iino filing under Section 16(a) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no other public filing or report regarding such transfer under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-Up up Period. For purposes , (c) transfer of this Lock-Up AgreementShares to a charity or educational institution, “immediate family” shall mean or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any relationship by bloodtransfers of Shares to any shareholder, marriage partner or adoptionmember of, not more remote than first cousin. As or owner of the date hereofsimilar equity interests in, the Undersigned’s Shares are notundersigned, and for as the duration of this Lock-Up Agreement the Undersigned’s Shares will not case may be, pledgedif, hypothecatedin any such case, or granted as collateral or security such transfer is not for any obligationvalue. [In addition, notwithstanding the foregoing, undersigned agrees that during the Lock-Up Period, without the undersigned may sell or otherwise dispose prior written consent of the UndersignedRepresentatives, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares for except in compliance with this Agreement. No provision in this agreement shall be deemed to restrict or prohibit the purpose of raising proceeds to cover exercise or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred exchange by the undersigned as a result of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the vesting, undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of restricted this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Representatives are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by March 31, 2015, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representatives. Very truly yours, (Name): (Address) EXHIBIT A-2 Lock-Up Agreement , 2014 FBR Capital Markets & Co. Xxxxxx, Xxxxxxxx & Company, Incorporated c/o FBR Capital Markets & Co. 0000 00xx Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attn: Syndicate Department The undersigned understands that FBR Capital Markets & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated (the each, a “Representative” and together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Peak Resorts, Inc., a Missouri corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Representatives of shares of Common Stock outstanding common stock (“Firm Shares”), par value $0.01 per share, of the Company (the “Shares”). To induce the Representatives to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof pursuant and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to stock plans disclosed the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Time economic consequences of Sale Information ownership of the Shares, whether any such transaction described in clause (as defined 1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Notwithstanding the Underwriting Agreement)foregoing, the undersigned may transfer Shares without the prior consent of the Representatives in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that each such transfer shall occur on or about no filing under Section 16(a) of the time Securities Exchange Act of such vesting and 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of an amount of the Undersigned’s Shares that raises gross proceeds thator other securities acquired in such open market transactions, as nearly as reasonably practicable, approximate such tax liability, and provided further that (b) if the undersigned is required an individual, transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to make a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the UndersignedLock-up Period, (c) transfer of Shares to a charity or educational institution, (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value, or (e) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer of Shares made by the undersigned (i) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (ii) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the undersigned and such transfer is not for value. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period as Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a result so-called “10b5-1” plan at any time (other than the entry into or modification of such sale or disposition, the undersigned shall include a statement plan in such report a manner as to cause the effect sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the purpose of such sale or other disposition was to cover tax obligations Company and the Representatives are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned in connection with the vesting of further understands that this agreement is irrevocable and shall be binding upon the undersigned’s restricted shares heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by March 31, 2015, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxxthe Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, who serves as trustee including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of several GRATs established by his motherwhich are subject to negotiation between the Company and the Representatives. Very truly yours, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would (Name): (Address) ANNEX 1 Subsidiaries ANNEX 2 Initial Properties [To be covered by clause (ii).updated] Hidden Valley Snow Creek Boston Xxxxx Brandywine Paoli Peaks Attitash Mount Snow Wildcat Mountain Mad River Crotched Mountain Xxxx Xxxxx Big Boulder

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSADMA BIOLOGICS, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Xxxxxxxx President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Underwriters Name Number ofFirm Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Inc. 1,324,616 Ladenburg Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Co. Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total567,692 TOTAL: 3,250,000 Schedule 1,892,308 SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTDIssuer Free Writing Prospectus: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).None. Pricing Information:

Research Analyst Independence. The Company and the Selling Stockholder Operating Partnership acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and the Selling Stockholder Operating Partnership by any Underwriter’s investment banking division. The Company and the Selling Stockholder Operating Partnership acknowledge that each of the Underwriters is a full full-service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Execution Version Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Operating Partnership, the Manager and the several Underwriters. Very truly yours, HEARTLAND EXPRESSNEXPOINT REAL ESTATE FINANCE, INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDEROfficer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 NexPoint Real Estate Finance Operating Partnership GP, LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Title: Trustee Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE ADVISORS VII, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer Signature Page to Underwriting Agreement of NexPoint Real Estate Finance, Inc. CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Jozsi Popper Authorized Representative XXXXX FARGO SECURITIESSignature Page to Underwriting Agreement of NexPoint Real Estate Finance, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule Inc. SCHEDULE I Name Number ofFirm Shares XxxxxxPrincipal Amount of Notes to be Purchase Xxxxxxx Xxxxx & Associates, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 $ 75,000,000 Total: 3,250,000 Schedule II SCHEDULE II-1 Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation Term Sheet (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in attached hereto as Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting AgreementII-2). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx Schedule II-1 SCHEDULE II-2 [TERM SHEET] SCHEDULE III-1 [FORM OF OPINION OF WINSTON & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx XXXXXX LLP] SCHEDULE III-2 [FORM OF TAX OPINION OF WINSTON & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, XXXXXX LLP] SCHEDULE III-3 [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).FORM OF OPINION OF XXXXXXX XXXXX LLP]

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. ADAMIS PHARMACEUTICALS CORPORATION /s/ Xxxx Dxxxxx X. Xxxxxxx Xxxxx Name: Xxxx Dxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Jxxxxx Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm of Firm Shares XxxxxxRxxxxxx Jxxxx & Associates, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, 14,516,129 Maxim Group LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 1,612,903 Total: 3,250,000 Schedule 16,129,032 SCHEDULE II Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Prospectus None. SCHEDULE III Persons Subject to Lock-Up up Dxxxxx X. Xxxxx, Ph.D Rxxxxxx X. Xxxxxxxx Dxxxx X. Xxxxxxxxx Rxxxxx X. Xxxxxxx Kxxxx X. Xxxxxxx Rxxxxx X. Xxxx, M.D. Rxxxxxx X. Xxxxx Hxxxxx X. Xxxxxxxx EXHIBIT A Form of Lock-up Agreement XXXXXX___, XXXXXXXX 2020 Adamis Pharmaceuticals Corporation 10000 Xx Xxxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 RXXXXXX JXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x Xxxxxxo Raymond Jxxxx & Associates, Inc. 800 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).:

Research Analyst Independence. The Company and the Selling Stockholder Partnership Parties acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the CompanyPartnerships, the value of the Common Stock Units and/or the offering that differ from the views of their respective investment banking divisions. The Company Partnership Parties hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder Partnership Parties by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge Partnership Parties acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. [SIGNATURE PAGES FOLLOWS] Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Partnership Parties and the several Underwriters. Very truly yours, HEARTLAND EXPRESSCYPRESS ENERGY PARTNERS, INC. L.P. By: Cypress Energy Partners GP, LLC, its General Partner By: /s/ Xxxx X. Xxxxxxx G. Lxx Xxxxxx Name: Xxxx X. Xxxxxxx G. Lxx Xxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERCYPRESS ENERGY PARTNERS GP, LLC By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. G. Lxx Xxxxxx Name: Xxxxxxxx X. G. Lxx Xxxxxx Title: Trustee Vice President and Chief Financial Officer CYPRESS ENERGY HOLDINGS, LLC By: /s/ G. Lxx Xxxxxx Name: G. Lxx Xxxxxx Title: Chief Financial Officer CYPRESS ENERGY HOLDINGS II, LLC By: /s/ G. Lxx Xxxxxx Name: G. Lxx Xxxxxx Title: Chief Financial Officer, Vice Present, Secretary and Treasurer Signature Pages to Underwriting Agreement CYPRESS ENERGY PARTNERS – TIR, LLC By: /s/ G. Lxx Xxxxxx Name: G. Lxx Xxxxxx Title: Chief Financial Officer, Vice President, Secretary and Treasurer CYPRESS ENERGY PARTNERS, LLC By: /s/ G. Lxx Xxxxxx Name: G. Lxx Xxxxxx Title: Chief Financial Officer, Vice President, Secretary and Treasurer Signature Pages to Underwriting Agreement CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, INC. By: /s/ Bxxxx X. Xxxxxxx Name: Bxxxx X. Xxxxxxx Title: Managing Director RXXXXX X. XXXXX & CO. INCORPORATED By: /s/ Cxxxxx Xxxx Name: Cxxxxx Xxxx Title: Managing Director SXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Dxxxxx X. Xxxxxxx Authorized Representative XXXXXXXX INCName: Dxxxxx X. Xxxxxxx Title: Managing Director BMO CAPITAL MARKETS CORP. By: /s/ Txxxxx Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESName: Txxxxx Xxxxxxx Title: Director Signature Pages to Underwriting Agreement SCHEDULE I - UNDERWRITERS Name Firm Units Rxxxxxx Jxxxx & Associates, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx Inc. 1,687,500 Rxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx& Co. Incorporated 750,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 750,000 BMO Capital Markets Corp. 187,500 Jxxxxx Mxxxxxxxxx Xxxxx Fargo LLC 187,500 Wxxxxxxxxx Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Inc. 187,500 Total: 3,250,000 3,750,000 Schedule I to Underwriting Agreement SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information - TIME OF SALE INFORMATION Number of Firm SharesUnits: 3,250,000 Number of Additional Shares: 487,500 3,750,000 Public Offering Price: $23.75 20.00 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. LockUnit Schedule II to Underwriting Agreement SCHEDULE III – SIGNATORIES TO LOCK-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo SecuritiesUP LETTERS Cypress Energy Holdings, LLC BB&T Capital Markets, a division of BB&T SecuritiesCypress Energy Holdings II, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. Cypress Energy Partners - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo SecuritiesTIR, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Pxxxx X. Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).III

Research Analyst Independence. The Company and acknowledges that the Selling Stockholder acknowledge that (a) the Underwriters’ Placement Agent’s research analysts and research departments are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (b) that the Underwriters’ Placement Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisionsdivision. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters Placement Agent with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or by the Selling Stockholder by any Underwriter’s Placement Agent investment banking division. The Company and acknowledges that the Selling Stockholder acknowledge that each of the Underwriters Placement Agent is a full service securities firm and as such, such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies Company; provided, however, that are nothing in this Section 21 shall relieve the subject Placement Agent of the transactions contemplated by this Agreementany responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of the agreement between the Company, the Selling Stockholder Company and the several UnderwritersPlacement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, HEARTLAND EXPRESS, INC. /s/ Xxxx X. Xxxxxxx CAPSTONE TURBINE CORPORATION By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED Accepted as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED Bywritten: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LAZARD CAPITAL MARKETS LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC ByName: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 TotalTitle: 3,250,000 Schedule II SCHEDULE A General Use Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number None. SCHEDULE B List of Firm Shares: 3,250,000 Number executive officers and directors subject to Section 5 Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxx Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx Xxx Xxxxxx Xxxx Xxxxxxxx Xx Xxxxx Xxxxx Xxxxxx EXHIBIT A Form of Additional Shares: 487,500 Public Offering Price: $23.75 per share Subscription Agreement EXHIBIT B Form of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Warrant EXHIBIT C Form of Lock Up Agreement XXXXXXFebruary 29, XXXXXXXX & COMPANY2012 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies Capstone Turbine Corporation offering of 22,500,000 Units and GentlemenAdditional Shares Dear Sirs: The undersigned, an officer and/or director of Heartland Express, Inc.In order to induce Lazard Capital Markets LLC (“Lazard”) to enter into a certain placement agent agreement with Capstone Turbine Corporation, a Nevada Delaware corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, with respect to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares units consisting of the Company’s Common Stock, par value $0.01 0.001 per share (the “Common Stock”), or any options or warrants to purchase any shares of the Common Stock (collectively, with the Common Stock, or any securities convertible intothe “Units”) and, exchangeable for or that represent pursuant to the right to receive Company’s put option, certain additional shares of Common Stockcommon stock of the Company, whether now owned or hereinafter acquired, owned directly the undersigned hereby agrees that for (1) a period of ninety (90) days following the date of the final prospectus supplement filed by the undersigned (including holding as a custodian) or Company with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission in connection with the Offering, and (collectively 2) a period of ninety (90) days following the Company’s delivery of an Additional Shares Exercise Notice (as defined in the Subscription Agreement between the Company and the investor(s), dated the date hereof), in each case, the “Undersigned's Shareslock-up period”). The foregoing restriction is expressly agreed , relating to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant exercise of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In additionAdditional Purchase Rights (as defined in the Subscription Agreement), the undersigned agrees thatwill not, without the prior written consent of XxxxxxLazard, Xxxxxxxx & Companydirectly or indirectly, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift offer, sell, assign, transfer, pledge, contract to sell, or gifts otherwise dispose of, any shares of Common Stock or by willsecurities convertible into or exercisable or exchangeable for Common Stock (including, other testamentary document without limitation, shares of Common Stock or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree any such securities which may be deemed to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are beneficially owned by the undersigned or in accordance with the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Securities ActBeneficially Owned Shares”)), provided (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the entity agrees to be bound in writing by the restrictions set forth hereineconomic risk of ownership of any Beneficially Owned Shares, [Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iviii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, nothing contained herein will be deemed to restrict or prohibit (i) the transfer of Beneficially Owned Shares as a member of the undersigned’s immediate familybona fide gift, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall the donees, distributees or transferees thereof agree in writing to be a condition of transfers pursuant to clauses (i), bound by the terms hereof or (ii) the selling by the undersigned of the number of Beneficially Owned Shares necessary to fund the withholding taxes due upon vesting of restricted stock units. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the lock-up period, or (iiiii) above that such transfers are not required prior to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 expiration of the Securities Exchange Act lock-up period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of 1934the lock-up period, as amended the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the “Exchange Act”)issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, and no other public filing any person to whom shares of Common Stock, securities convertible into or report regarding such transfer exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be required or shall be voluntarily made during bound by the Lock-Up Period. For purposes terms of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose hereby waives, from the date hereof through the ninetieth (90th) day following the date of the UndersignedCompany’s Shares for final prospectus, any and all rights, if any, to request or demand registration pursuant to the purpose Securities Act of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned 1933, as a result of the vesting, during the Lock-Up Periodamended, of restricted any shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount name of the Undersigned’s Shares undersigned or that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if are Beneficially Owned Shares. In order to enable the undersigned is required aforesaid covenants to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or dispositionbe enforced, the undersigned shall include a statement in such report hereby consents to the effect that placing of legends and/or stop transfer orders with the purpose of such sale or other disposition was to cover tax obligations transfer agent of the undersigned in connection Common Stock with the vesting of the undersigned’s restricted respect to any shares of Common Stock.]2 1NTDStock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Name: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Title:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Class A Common Stock and/or the offering Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt the Class A Common Stock or equity any other securities of the companies that are the subject of the transactions contemplated by this AgreementCompany. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSBOUNTY MINERALS, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee Chief Executive Officer and President CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I heretoUnderwriters. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES[Signature Page to Underwriting Agreement] SCHEDULE I Underwriters Name: Number of Firm Shares Number of Additional Shares Xxxxxxx Xxxxx & Associates, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Total SCHEDULE II

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSADMA BIOLOGICS, INC. /s/ Xxxx Axxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Xxxxxxxx President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Ex Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm of Firm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information to the Public Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressShares to Current Stockholders Set Forth on Schedule II Hereto Rxxxxxx Jxxxx & Associates, Inc. 7,813,953 4,069,768 Ladenburg Txxxxxxx & Co. Inc. 3,348,837 1,744,186 Total 11,162,790 5,813,954 SCHEDULE II Biotest Pharmaceuticals Corporation Biotest AG SCHEDULE III Issuer Free Writing Prospectus None. SCHEDULE IV Persons Subject to Lock-Up up Axxx X. Xxxxxxxx Sxxxxx X. Xxxx Dx. Xxxxxxxx Xxxxx Bxxxxx X. Xxxx Dxx X. Xxxxxxxxx, M.D. Jxxxxxx X. Xxxxxxx, D.P.S. Lxxxxxxx X. Xxxxxxx Exxx X. Xxxxxxx Bxxxx Xxxx Jxxxx Xxxx, M.D., Ph.D. Biotest Pharmaceuticals Corporation Biotest AG Aisling Capital II LP Biomark Capital Fund IV LP EXHIBIT A Form of Lock-up Agreement XXXXXX_______, XXXXXXXX 2017 ADMA Biologics, Inc. 400 Xxxxx Xxxxx 00 Xxxxxx, XX 00000 RXXXXXX JXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x Xxxxxxo Raymond Jxxxx & Associates, Inc. 800 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland ExpressADMA Biologics, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, ) - Restriction on Security Sales Dear Sirs: This letter agreement is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, and Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of common stock, par value $0.0001 per share, of the Company (the “Shares”), on behalf as described in and contemplated by the registration statement of the several Company on Form S-1, File No. 333-[_____] (the “Registration Statement”), as filed with the Securities and Exchange Commission on [__________], 2017 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters named in Schedule I that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to such agreement the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “UnderwritersLock-Up Shares”), with pursuant to the Company rules and regulations promulgated under the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 Securities Act of 1933, as amended (the “Selling StockholderAct”), providing and the Securities Exchange Act of 1934, as amended, for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning commencing on the date hereof and ending on the date that is 90 days from after the date of the final Company’s prospectus relating first filed pursuant to Rule 424(b) under the Public Offering Act, inclusive (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of XxxxxxRxxxxxx Jxxxx & Associates, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract Inc. or (ii) exercise or seek to sell, pledge, lend, grant exercise or effectuate in any option to purchase, make manner any short sale or otherwise dispose rights of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or nature that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within or may have hereafter to require the rules and regulations Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other Company Securities and Exchange Commission (collectively held by the “Undersigned's Shares”)undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restriction is restrictions are expressly agreed to preclude the undersigned from engaging in any hedging hedging, collar (whether or not for any consideration) or other transaction that is designed to result in, or that reasonably could be expected to lead toor result in a Disposition of Lock-Up Shares during the Lock-Up Period, a sale or disposition of the Undersigned’s Shares even if such Lock-Up Shares would be disposed of by someone other than the undersignedsuch holder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call optionoption or reversal or cancellation thereof) with respect to any of the Undersigned’s Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from such Lock-Up Shares. In addition, Notwithstanding the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, agreement not to make any Disposition during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided you have agreed that the donee or donees thereof agree to be bound in writing by the foregoing restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).apply to:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering and sale of the Shares that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. VOLITIONRX LIMITED /s/ Xxxx X. Xxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CEO CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm of Firm Shares XxxxxxNumber of Additional Shares Xxxxxxx Xxxxx & Associates, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities2,638,462 395,769 National Securities Corporation 753,846 000,000 Xxxx Xxxxxx Xxxxxxx Xxxxxxx, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule 376,923 56,538 Total 3,769,231 565,384 - 21 - SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Price per share to the public: $3.25 Firm Shares: 3,250,000 Number of 3,769,231 Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express565,384 SCHEDULE III Persons Subject to Lock-up Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx Xxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Concord International, Inc. Cotterford Company Limited EXHIBIT A Form of Lock-Up up Agreement XXXXXX_______, XXXXXXXX 2016 VolitionRx Limited 0 Xxxxxx Xxxx #00-00 Xxxx Xxxxxx Singapore 228208 XXXXXXX XXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x Xxxxxxo Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation VolitionRx Limited (the “"Company”), or one ) - Restriction on Sale of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, Company Securities Dear Sirs: This letter agreement is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)) to be entered into by the Company, on behalf as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative (the “Representative”) of the several Underwriters named in Schedule I to such agreement underwriters (collectively, the “Underwriters”)) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for Underwriters intend to effect a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 0.001 per share share, of the Company (the “Common StockShares”), or any options or warrants pursuant to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations registration statement of the Securities and Exchange Commission Company on Form S-3 (collectively the “Undersigned's Shares”)File No. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option333-206781) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities ActRegistration Statement”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported as filed with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance September 4, 2015, and the prospectus relating to the Offering to be filed with Section 16 the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and included as part of the Securities Exchange Act of 1934, as amended Registration Statement (the “Exchange ActProspectus”). The undersigned recognizes that it is in the best interests of the undersigned, as an officer or director of the Company, or as an owner of the outstanding stock, options, warrants or other securities of the Company (collectively, the “Company Securities”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during that the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinCompany complete the proposed Offering. As an inducement to the Underwriters to expend additional efforts towards completion of the date hereof, Offering and to execute the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up PeriodUnderwriting Agreement, the undersigned may sell or otherwise dispose of has agreed to enter into this letter agreement to assure the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds Underwriters that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if subject to the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or dispositionspecific exceptions described herein, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting Company Securities of the undersigned’s restricted shares , now held or hereafter acquired, will not enter the public market during a specified period of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee time following completion of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii)Offering.

Research Analyst Independence. The Company and the Selling Stockholder Shareholders acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Shareholders hereby waive waives and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the and/or Selling Stockholder Shareholders by any Underwriter’s investment banking division. The Company and the Selling Stockholder Shareholders each acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Stockholders and the several Underwriters. Very truly yours, HEARTLAND EXPRESSApplied Optoelectronics, INC. /s/ Xxxx X. Xxxxxxx Inc. Xxxxxxxx Xxx President and Chief Executive Officer The Selling Stockholders Named in Schedule II Hereto, Acting Severally By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee Attorney-in-Fact CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESXXXXXXX & CO. By: Authorized Representative SIGNATURE PAGE TO UNDERWRITING AGREEMENT SCHEDULE I Schedule of Underwriters Number of Name Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Xxxxxxx & Co. Xxxxx and Company, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIESXxxx Capital Partners, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, Xxxxx-Xxxxxx Capital Group LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 2,700,000 SCHEDULE II Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information of Selling Stockholders Stockholder Number of Firm SharesShares Techgains International Corporation 102,148 Techgains Pan Pacific Corporation 397,852 Xxxx-Xxxxxx (Xxxxxxxx) Xxx 11,531 Xxxxxx X. Xxxxx 2,230 Xxxxx X. Xxxx 1,754 Ocean Elite Limited 150,000 GRC II Corp. 292,816 Grand River Capital Investment Company Limited 202,072 GIZA Venture Fund IV (TW) L.P. 39,216 GIZA Venture Fund V (TW) L.P. 44,492 Budworth Investments Limited 53,724 Kummell Investments Limited 102,284 Harbinger III Venture Capital Corp. 23,023 Xxxxx X. Xxx 1,623 Total: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).1,424,765 Annex A

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. ADAMIS PHARMACEUTICALS CORPORATION /s/ Xxxx Dxxxxx X. Xxxxxxx Xxxxx Name: Xxxx Dxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Ex Xxxxxx Authorized Representative XXXXX FARGO SECURITIESSCHEDULE I Number Name Firm Shares Rxxxxxx Jxxxx & Associates, Inc. 3,214,285 Maxim Group LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 1,071,430 Total: 3,250,000 Schedule 4,285,715 SCHEDULE II Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Prospectus None. SCHEDULE III Persons Subject to Lock-Up up Dxxxxx X. Xxxxx, Ph.D Rxxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxxxxxx Dxxxx X. Xxxxxxxxx Wxxxxxx X. Xxxxx, III Rxxxxx X. Xxxxxxx Kxxxx X. Xxxxxxx Txxxxx Xxxx, Ph.D Rxxxxx X. Xxxx, M.D. Exxxx X. Xxxxxx Gxx Xxxxxxxxx EXHIBIT A Form of Lock-up Agreement XXXXXX_______, XXXXXXXX 2017 Adamis Pharmaceuticals Corporation 10000 Xx Xxxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 RXXXXXX JXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x Xxxxxx, Xxxxxxxx o Raymond Jxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland ExpressAssociates, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned800 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).XX 00000

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Shares and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSMALIBU BOATS, INC. /s/ Xxxx Xxxxx Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Xxxxxx, Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentionedMentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Authorized Representative XXXXX FARGO SECURITIES[Signature Page to the Underwriting Agreement] SUNTRUST XXXXXXXX XXXXXXXX, LLC INC. By: /s/ Xxxxx Xxxxxx Xxxx Xxxxxxxx, Managing Director Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division [Signature Page to the Underwriting Agreement] SCHEDULE I Schedule of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Underwriters Name Number ofFirm of Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Inc. 1,000,000 SunTrust Xxxxxxxx & CompanyXxxxxxxx, Incorporated 975,000 Xxxxxxxx Inc. 975,000 700,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 300,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).2,000,000 SCHEDULE II

Research Analyst Independence. The Company and the Selling Stockholder Operating Company acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Series B Preferred Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Operating Company hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and the Selling Stockholder Operating Company by any Underwriter’s investment banking division. The Company and the Selling Stockholder Operating Company acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. [Signature page follows.] Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Operating Company, the Manager and the several Underwriters. Very truly yours, HEARTLAND EXPRESSJXXXXXXX CAPITAL, INC. By: /s/ Xxxx X. Xxxxxxx Dxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx Dxxx Xxxxxxxx Title: Chief Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERJXXXXXXX CAPITAL OPERATING COMPANY, LLC By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 Jxxxxxxx Capital, Inc., its managing member By: /s/ Dxxx Xxxxxxxx X. Xxxxxx Name: Dxxx Xxxxxxxx X. Xxxxxx Title: Trustee Chief Executive Officer JCAP ADVISORS, LLC By: /s/ Dxxx Xxxxxxxx Name: Dxxx Xxxxxxxx Title: Chief Executive Officer CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Jxxxx Xxxxx Authorized Representative XXXXX FARGO SECURITIES, MXXXXX SXXXXXX & CO. LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx Exxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares XxxxxxRxxxxxx Jxxxx & Associates, Xxxxxxxx Inc. 637,500 Mxxxxx Sxxxxxx & CompanyCo. LLC 562,500 B. Xxxxx FBR, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T 150,000 BMO Capital Markets, a division of BB&T Securities, LLC 650,000 Markets Corp. 75,000 KeyBanc Capital Markets Inc. 75,000 Total: 3,250,000 Schedule II 1,500,000 Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Prospectus Issuer Free Writing Prospectus, dated January 19, 2018, and attached hereto as Schedule II-2. Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressTerm Sheet Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated January 19, 2018 Relating to Preliminary Prospectus Supplement dated January 18, 2018 to Prospectus dated June 24, 2016 Registration Statement No. 333-212049 Jxxxxxxx Capital, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re7.00% Series B Cumulative Redeemable Perpetual Preferred Stock Issuer: Heartland ExpressJxxxxxxx Capital, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “RepresentativesIssuer”) propose to enter into an Underwriting Agreement Securities Offered: 7.00% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public OfferingSeries B Preferred Stock”) of Shares Size: $37,500,000 (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the 1,500,000 shares) Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value Price / Liquidation Preference: $0.01 25.00 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).share

Research Analyst Independence. The Company and the Selling Stockholder Operating Partnership acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Class A Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and/or the Selling Stockholder Operating Partnership by any Underwriter’s investment banking division. The Company and the Selling Stockholder Operating Partnership acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. [signature page follows] Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Operating Partnership and the several Underwriters. Very truly yours, HEARTLAND EXPRESSCATCHMARK TIMBER TRUST, INC. /s/ Xxxx X. Xxxxxxx Xxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxx Title: Chief Executive Vice Officer and President of Finance and Chief Financial Officer SELLING STOCKHOLDERCATCHMARK TIMBER OPERATING PARTNERSHIP, L.P. By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 CatchMark Timber Trust, Inc. Its: General Partner /s/ Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Title: Trustee Chief Executive Officer and President CONFIRMED as of the date first above mentioned. XXXXXXX XXXXX & ASSOCIATES, on behalf of the Representatives INC. By: /s/ Xxxx XxXxxx Authorized Representative For itself and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares Xxxxxxx Xxxxx & Associates, Inc. 7,875,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 2,500,000 Xxxxxx X. Xxxxx Fargo Securities, & Co. Incorporated 1,875,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 250,000 Total: 3,250,000 Schedule 12,500,000 SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Orally Conveyed Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Information

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ each Underwriter’s research analysts and research departments departments, if any, are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (b) the Underwriters’ that such Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering Offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies Company; provided, however, that are nothing in this Section 9.9 shall relieve the subject Underwriter of the transactions contemplated by this Agreementany responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations. Please confirm that If the foregoing correctly sets forth the agreement understanding between the Underwriters and the Company, please so indicate in the Selling Stockholder and the several Underwritersspace provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEARTLAND EXPRESSHARBOR CUSTOM DEVELOPMENT, INC. By: /s/ Xxxx X. Sxxxxxxx Xxxxxxx Name: Xxxx X. Sxxxxxxx Xxxxxxx Title: Chief Executive Vice President Officer, President, and Chairman of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED the Board of Directors Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the Representatives and the other several Underwriters named in on Schedule I 1 hereto. XXXXXX: ThinkEquity A division of Fordham Financial Management, XXXXXXXX & COMPANY, INCORPORATED Inc. By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INCPriyanka Mahajan Name: Priyanka Mahajan Title: Managing Director, Investment Banking [signature page] harbor custom development, inc. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETSunderwriting agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of BB&T SECURITIESFordham Financial Management, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx 1,200,000 3,600,000 180,000 540,000 TOTAL 1,200,000 3,600,000 180,000 540,000 Sch. 1 -1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 3,250,000 1,200,000 Number of Additional Firm Warrants: 3,600,000 Number of Option Shares: 487,500 180,000 Number of Option Warrants: 540,000 Public Offering PricePrice per one Firm Share and three Firm Warrants: $23.75 25.00 Underwriting Discount per share one Share and three Warrants: $1.75 ($1.7479 per Share and $0.0007 per Warrant) Proceeds to Company per one Share and three Warrants (before expenses): $23.25 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2 -1 SCHEDULE 3 List of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Parties Sxxxxxxx Xxxxxxx Lxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Jxxxxxx Xxxxxxxxxxx Rxxx Xxxxxx Lxxxx Xxxxx Wxxxx Xxxxxx Dxxxxx Xxxx The Gxxxxxx Investment Trust Kxxxx Xxxxxx EXHIBIT A-1 Form of Underwriter’s Warrant Agreement XXXXXX(8.0% Cumulative Convertible Series A Preferred Stock) THE REGISTERED HOLDER OF THIS UNDERWRITER’S WARRANT BY ITS ACCEPTANCE HEREOF, XXXXXXXX & AGREES THAT THIS UNDERWRITER’S WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO. 333-255229 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCORPORATED XXXXXXXX EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(e)(2). THIS UNDERWRITER’S WARRANT IS NOT EXERCISABLE PRIOR TO December 6, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, June 9, 2026. UNDERWRITER’S WARRANT TO PURCHASE 8.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK HARBOR CUSTOM DEVELOPMENT, INC. Xxxxx Fargo SecuritiesWarrant Shares: 12,000 Initial Exercise Date: December 6, LLC BB&T Capital Markets2021 THIS UNDERWRITER’S WARRANT TO PURCHASE 8.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK (the “Underwriter’s Warrant”) certifies that, for value received, ThinkEquity, a division of BB&T SecuritiesFordham Financial Management, LLC As Representatives of Inc., or its assigns (the Several Underwriters x/x Xxxxxx“Holder”), Xxxxxxxx & Companyis entitled, Incorporated Xxx Xxxxx Xxxxxxupon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, 00xx Xxxxx Xxxxxxxxxat any time on or after December 6, Xxxxxxxx 00000 Re: Heartland Express2021 (the “Initial Exercise Date”) and, Inc. - Lock-Up Agreement Ladies in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and Gentlemen: The undersigned, an officer and/or director of Heartland Expresspurchase from Harbor Custom Development, Inc., a Nevada Washington corporation (the “Company”), or one up to 12,000 shares of its subsidiaries8.0% Series A Cumulative Convertible Preferred Stock, understands that Xxxxxxno par value per share, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement Company (the “Underwriting AgreementWarrant Shares”), on behalf as subject to adjustment hereunder. The purchase price of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) one share of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating 8.0% Series A Cumulative Convertible Preferred Stock under this Underwriter’s Warrant shall be equal to the Public Offering (the “Lock-Up Period”)Exercise Price, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii2(b).

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or by the Selling Stockholder by any Underwriter’s Underwriters’ investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing correctly sets forth the agreement understanding between the Underwriters and the Company, please so indicate in the Selling Stockholder and the several Underwritersspace provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEARTLAND EXPRESSECO-STIM ENERGY SOLUTIONS, INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. J. Cxxxx Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of CEO Accepted on the date first above mentionedwritten. FBR Capital Markets & Co. By: Name: Title: Rxxx Capital Partners, on behalf LLC By: Name: Title: For itself and as Representatives of the Representatives and the other several Underwriters named in on Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Underwriter Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit Shares to be Purchased FBR Capital Markets & Co. Rxxx Capital Partners, LLC Seaport Global Securities LLC Total Schedule I EXHIBIT A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX_____________, XXXXXXXX 201_ FBR Capital Markets & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo SecuritiesCo. Rxxx Capital Partners, LLC BB&T c/o FBR Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx Markets & Company, Incorporated Xxx Xxxxx Xxxxxx, Co. 1000 00xx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 ReAttn: Heartland Express[●] c/o Roth Capital Partners, Inc. - Lock-Up Agreement LLC 800 Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 Attn: Managing Director Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, undersigned understands that Xxxxxx, Xxxxxxxx FBR Capital Markets & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC Co. and BB&T Rxxx Capital Markets, a division of BB&T SecuritiesPartners, LLC (each a “Representative” and together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)) with Eco-Stim Energy Solutions, on behalf of the several Underwriters named in Schedule I to such agreement (collectivelyInc., the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 a Nevada corporation (the “Selling StockholderCompany”), providing for a the public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters named on Schedule I thereto (the “Underwriters”) of __________ shares of common stock (“Firm Shares”), par value $0.001 per share, of the Company (the “Shares”). To induce the Representatives to offer and sell continue its efforts in connection with the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledgedPublic Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, it will not, during the period beginning commencing on the date hereof and ending on the date that is 90 days from after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that(1) offer, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offerpledge, sell, contract to sell, pledgegrant, lend, grant any option to purchase, make any short sale or otherwise transfer or dispose of of, directly or indirectly, any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, Shares or any securities convertible into, into or exercisable or exchangeable for Shares, or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian2) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in enter into any hedging swap or other transaction arrangement that is designed transfers to result inanother, in whole or that reasonably could be expected to lead toin part, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or with respect to any security that includessuch other securities, relates to in cash or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Sharesotherwise. Notwithstanding the foregoing, the undersigned may, during may transfer Shares without the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member prior consent of the immediate family Representatives in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the undersignedPublic Offering; provided that, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (iino filing under Section 16(a) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) if the undersigned is an individual, transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that, in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no other public filing or report regarding such transfer under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-Up up Period. For purposes , (c) transfer of this Lock-Up AgreementShares to a charity or educational institution, “immediate family” shall mean (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any relationship transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value, (e) Shares disposed of to satisfy federal income tax and tax withholding obligations in conjunction with the issuance or vesting of equity incentive awards in accordance with the terms of any plan or award agreement relating to such equity incentive awards or (f) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer of Shares made by blood, marriage the undersigned (i) in connection with the sale or adoption, not more remote than first cousin. As other bona fide transfer in a single transaction of all or substantially all of the date hereofundersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the Undersignedcase may be, or all or substantially all of the undersigned’s Shares are notassets, and in any such case not undertaken for the duration purpose of avoiding the restrictions imposed by this Lock-Up Agreement agreement or (ii) to another corporation, partnership, limited liability company or other business entity so long as the Undersigned’s Shares will transferee is an affiliate of the undersigned and such transfer is not be, pledged, hypothecated, or granted as collateral or security for any obligationvalue. [In addition, notwithstanding the foregoing, undersigned agrees that during the Lock-Up Period, without the undersigned may sell or otherwise dispose prior written consent of the UndersignedRepresentatives, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares for except in compliance with this Agreement. No provision in this agreement shall be deemed to restrict or prohibit the purpose of raising proceeds to cover exercise or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred exchange by the undersigned as a result of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares; provided that, the vesting, undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof unless otherwise permitted pursuant to stock plans disclosed in the Time terms of Sale Information this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (as defined in other than the Underwriting Agreement), provided that each such transfer shall occur on entry into or about the time modification of such vesting and shall be a plan in such a manner as to cause the sale of an amount of the Undersigned’s any Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s or any securities convertible into or exercisable or exchangeable for Shares during within the Lock-Up Period as a result of such sale or disposition, the Period). The undersigned shall include a statement in such report to the effect understands that the purpose of such sale or other disposition was to cover tax obligations Company and the Representatives are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned in connection with the vesting of further understands that this agreement is irrevocable and shall be binding upon the undersigned’s restricted shares heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by ____________, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxxthe Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, who serves as trustee including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of several GRATs established by his motherwhich are subject to negotiation between the Company and the Representatives. Very truly yours, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Name): (Address) ANNEX 1 Subsidiaries

Research Analyst Independence. The Each of the Company and the Selling Stockholder acknowledge Shareholders acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Each of the Company and the Selling Stockholder Shareholders hereby waive waives and releasereleases, to the fullest extent permitted by law, any claims that they the Company and the Selling Shareholders may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and the Selling Stockholder Shareholders by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Each of the Company and the Selling Stockholder acknowledge Shareholders acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or for the account of its customers and hold long or short positions in debt or equity securities of the companies that are Company. If the subject foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you this letter and such acceptance hereof shall constitute a binding agreement among each of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between the CompanyUnderwriters, the Selling Stockholder Company and the several UnderwritersSelling Shareholders. Very truly yours, HEARTLAND EXPRESSTHE ANDERSONS, INC. By: /s/ Xxxx X. Xxxxxxx Naran Burchinow Name: Xxxx X. Xxxxxxx Naran Burchinow Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERSHAREHOLDERS: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Mxxxxxx X. Xxxxxxxx Rxxxxxx X. Xxxxxxxx Rxxxxxx X. Xxxxxxxx LLC Cxxxx X. Xxxxx Pxxx X. Xxxxx Dxxx X. Xxxxxx Rxxxxxx X. Xxxxxx Gxxx X. Xxxxx By: /s/ Naran Burchinow Name: Xxxxxxxx X. Xxxxxx Naran Burchinow Title: Trustee CONFIRMED Attorney-in-Fact Accepted as of the date first above mentionedabove: BB&T CAPITAL MARKETS, on a Division of Sxxxx & Sxxxxxxxxxxx, Inc. By: /s/ Jxxxx X. Xxxxx, Xx. Name: Jxxxx X. Xxxxx, Xx. Title: Senior Vice President PXXXX XXXXXXX & CO. By: /s/ Cxxxxxxx X. Cxxxxxxxx Name: Cxxxxxxx X. Cxxxxxxxx Title: Principal On behalf of the Representatives themselves and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Optional Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Purchased if Maximum Firm Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Option

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, BYRNA TECHNOLOGIES INC. /s/ Bxxxx Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Bxxxx Xxxx, President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Gxxxxxxx Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Underwriter Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressShares Rxxxxxx Jxxxx & Associates, Inc. 1,625,000 B. Xxxxx Securities, Inc. 500,000 Ladenburg Txxxxxxx & Co. Inc. 375,000 Total 2,500,000 - 32 - SCHEDULE II Issuer Free Writing Prospectus EXHIBIT A Form of Lock-Up up Agreement XXXXXX_______, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX 2021 BYRNA TECHNOLOGIES INC. 100 Xxxxx Fargo SecuritiesXxxx, LLC BB&T Capital MarketsSuite 115 Andover, a division of BB&T SecuritiesMA 01810 RXXXXXX JXXXX & ASSOCIATES, LLC INC. As Representatives Representative of the Several Underwriters xc/x Xxxxxx, Xxxxxxxx o Raymond Jxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland ExpressAssociates, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned800 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).XX 00000

Research Analyst Independence. The Company and acknowledges that the Selling Stockholder acknowledge that (a) the Underwriters’ Agent’s research analysts and research departments are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (b) that the Underwriters’ Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisionsdivision. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters Agent with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or by the Selling Stockholder by any Underwriter’s Agent investment banking division. The Company and acknowledges that the Selling Stockholder acknowledge that each of the Underwriters Agent is a full service securities firm and as such, such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies Company; provided, however, that are nothing in this Section 21 shall relieve the subject Agent of the transactions contemplated by this Agreementany responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement between the Company, the Selling Stockholder and the several Underwritersin accordance with its terms. Very truly yours, HEARTLAND EXPRESSDISCOVERY LABORATORIES, INC. By: /s/ Xxxx X. Xxxxxxx Xxxxxx Name: Xxxx X. Xxxxxxx Xxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED The foregoing Sales Agency Agreement is hereby confirmed and accepted by the Agent in New York, New York as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I heretowritten. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T LAZARD CAPITAL MARKETS, a division of BB&T SECURITIES, MARKETS LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxx Xxxxxxxx, Xx. Title: Managing Director US 3297123v.16 SCHEDULE I Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed included in the Time of Sale Information (as defined in Prospectus None SCHEDULE II Due Diligence Protocol Set forth below are guidelines for use by the Underwriting Agreement), provided that each such transfer shall occur on or about Company and the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned Agent in connection with the vesting Agent’s continuous due diligence efforts in connection with the sale and distribution of the undersigned’s restricted shares Shares pursuant to the Agreement. For the avoidance of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxxdoubt, who serves as trustee the Agent and the Company expect that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in material non-public information with respect to the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii)Company.

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSADMA BIOLOGICS, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Axxx Xxxxxxxx President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Exxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Underwriters Name Number ofFirm Firm Shares Xxxxxx, Xxxxxxxx Rxxxxxx Jxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressAssociates, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX Lxxxxxx & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, Company (UK) Ltd. Maxim Group LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 ReTOTAL: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the 980,000 122,500 122,500 1,225,000 SCHEDULE II Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTDIssuer Free Writing Prospectus: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).None. Pricing Information:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this AgreementAgreement and the General Disclosure Package. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company, the Selling Stockholder Securityholder and the several UnderwritersUnderwriters in accordance with its terms. Very truly yours, HEARTLAND EXPRESSLaureate Education, INC. Inc. By: /s/ Xxxx Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: SVP, Chief Legal Officer and Corporate Secretary Wengen Alberta, Limited Partnership By: Wengen Investments Limited, its General Partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President of Finance Director The foregoing Underwriting Agreement is hereby confirmed and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED accepted as of the date first above mentioned, written. Acting on behalf of itself and as the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) By: BMO Capital Markets Corp. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director SCHEDULE A Underwriter Number of Shares (as defined in the Underwriting Agreement). In consideration Firm Securities Number of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Optional Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).BMO Capital Markets Corp. 10,000,000 1,500,000 Total 10,000,000 1,500,000 SCHEDULE B

Research Analyst Independence. The Company and acknowledges that the Selling Stockholder acknowledge that (a) the Underwriters’ Underwriter’s research analysts and research departments department are required to be independent from their respective its investment banking divisions division and are subject to certain regulations and internal policies policies, and (b) the Underwriters’ that such Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering to which this Agreement relates that differ from the views of their respective its investment banking divisionsdivision. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters Underwriter with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company or by the Selling Stockholder by any Underwriter’s investment banking division. The Company and acknowledges that the Selling Stockholder acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that The provisions of the Underwriting Agreement are incorporated herein by reference and are deemed to be a part hereof, subject to any changes or amendments to the Underwriting Agreement as set forth above. If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Selling Stockholder Company and the several UnderwritersUnderwriter in accordance with its terms. Very truly yours, HEARTLAND EXPRESS, INC. GLOBALSANTAFE CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxx XxXxxxxxx Name: Xxxx Xxxxx X. Xxxxxxx XxXxxxxxx Title: Executive Senior Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED General Counsel The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I heretowritten. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED Xxxxxx Brothers Inc. By: /s/ Xxxxx X. Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, Vice President SCHEDULE I Specified Subsidiaries Global Marine Inc. GlobalSantaFe Drilling Company Applied Drilling Technology Inc. Challenger Minerals Inc. GlobalSantaFe Drilling Operations Inc. GlobalSantaFe International Services Inc. GlobalSantaFe International Drilling Corporation GlobalSantaFe International Drilling Inc. GlobalSantaFe Operations (BVI) Inc. GlobalSantaFe South America LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II GlobalSantaFe Hungary Services Limited Liability Company GlobalSantaFe Drilling U.K. Limited SCHEDULE II(a) Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”None SCHEDULE II(b) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act Filings on Date of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Terms Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).None

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering Offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by applicable law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that [Signature Pages Follow] If the foregoing Underwriting Agreement correctly sets forth the agreement between understanding among the Company, the Selling Stockholder Company and the several Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Underwriters. Very truly yours, HEARTLAND EXPRESS, HOLLYFRONTIER CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first above written: By: CITIGROUP GLOBAL MARKETS INC. as a Representative of the several Underwriters By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERBy: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as a Representative of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: MITSUBISHI UFJ SECURITIES (USA), INC. as a Representative of the several Underwriters By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By: XXXXX FARGO SECURITIES, LLC as a Representative of the several Underwriters By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC ByName: /s/ Xxxxx Xxxxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Title: Director BB&T CAPITAL MARKETS, a division ANNEX A List of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II each Issuer General Use Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Prospectus

Research Analyst Independence. The Company and the Selling Stockholder Partnership Parties acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the CompanyPartnership, the value of the Common Stock Units and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Partnership Parties hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder Partnership Parties by any Underwriter’s investment banking division. The Company and the Selling Stockholder Partnership Parties acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Xxxxxxx Parties and the several Underwriters. Very truly yours, HEARTLAND EXPRESSXXXXXXX ROYALTY PARTNERS, INC. /s/ Xxxx X. LP By: Xxxxxxx Royalty GP, LLC, its general partner Name: Xxxx X. Xxxxxx Xxxxxxx Title: Chief Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx XXXXXXX ROYALTY GP, LLC Name: Xxxxxxxx X. Xxxxxx Xxxxxxx Title: Trustee Chief Executive Officer XXXXXXX OPERATING COMPANY, LLC Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer XXXXXXX INTERMEDIATE GP, LLC Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer XXXXXXX INTERMEDIATE HOLDINGS, LLC Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer XXXXXXX XX HOLDINGS, LLC Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer BGT INVESTMENTS LLC Name: Title: DOUBLE EAGLE INTERESTS, LLC Name: Title: XXXXXXXX ROYALTIES, LLC Name: Title: CONFIRMED as of the date first above mentioned, on behalf for themselves and as Representatives of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX & ASSOCIATES, INC. By: Authorized Representative RBC CAPITAL MARKETS, LLC By: Authorized Representative XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC- 42 - SCHEDULE I Number of Name Firm Units Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets, LLC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Xxxxxxxxxx Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Inc. Total: 3,250,000 Schedule SCHEDULE II Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Prospectus [Insert list of “road show” materials.] SCHEDULE III Persons Subject to Lock-Up [To come.] SCHEDULE IV Pricing Information Annex Number of Firm SharesUnits: 3,250,000 Number of Additional Shares: 487,500 [ ] Public Offering Price: $23.75 per share [ ] SCHEDULE V Partnership Entities Domestic Foreign Qualified Percentage Owned Xxxxxxx Royalty Partners, LP Delaware Xxxxxxx Royalty GP, LLC Delaware Xxxxxxx Operating Company, LLC Delaware Partnership Subsidiaries Xxxxxxx Royalty Holdings, LLC Delaware 100.0% Xxxxxxx Intermediate Holdings, LLC Delaware 100.0% Xxxxxxx Intermediate GP, LLC Delaware 100.0% Contributed Entities Xxxxxxxxxxx, X.X. Texas 100.0% OGM Partners I Texas 50.0% Oakwood Minerals I, L.P. Texas 92.572456% RCPTX, Ltd. Texas 83.834286% Rivercrest Royalties, LLC Delaware 100.0% Rochester Minerals, L.P. Texas 100.0% SCHEDULE VI Written Testing-the-Waters Communications [Insert list of Common Stock Exhibit written “testing-the-waters” materials.] EXHIBIT A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Form of Lock-Up Agreement [ ], 2017 XXXXXXX ROYALTY PARTNERS, LP 000 Xxxxxx Xxxxxx, Suite 810 Fort Worth, Texas 76102 XXXXXXX XXXXX & ASSOCIATES, INC. RBC CAPITAL MARKETS, LLC XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters xc/x Xxxxxxo Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland ExpressXxxxxxx Royalty Partners, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation LP (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “RepresentativesPartnership”) propose - Restriction on Common Unit Sales Dear Sirs: This letter is delivered to enter into an you pursuant to the Underwriting Agreement (the “Underwriting Agreement”)) to be entered into by Xxxxxxx Royalty Partners, on behalf of the several Underwriters named in Schedule I to such agreement LP, a Delaware limited partnership (collectively, the “UnderwritersPartnership”), with the Company as issuer, Xxxxxxx Royalty GP, LLC, a Delaware limited liability company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 general partner of the Partnership (the “Selling StockholderGeneral Partner”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer Xxxxxxx Operating Company, LLC, Xxxxxxx Intermediate GP, LLC, Xxxxxxx Intermediate Holdings, LLC, Xxxxxxx XX Holdings, LLC, BGT Investments LLC, Double Eagle Interests, LLC and sell the SharesXxxxxxxx Royalties, LLC and of other good Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, IncorporatedIncorporated as the representatives (the “Representatives”) of certain underwriters (the “Underwriters”) named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of common units representing limited partners interests of the Partnership (the “Units”), as described in and contemplated by the registration statement of the Partnership on Form S-1, File No. 333-215458 (the “Registration Statement”), as filed with the Securities and Exchange Commission on [ ], 2017 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director or the General Partner, or an owner of Common Units, options, warrants or other securities of the Partnership (the “Partnership Securities”), that the Partnership complete the proposed Offering. The undersigned further recognizes that the Partnership Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Partnership Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale purchase or otherwise dispose of (collectively, a “Disposition”) any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common StockPartnership Securities, or any securities convertible intointo or exercisable or exchangeable for, exchangeable for or any rights to purchase or otherwise acquire, any Partnership Securities held by the undersigned or acquired by the undersigned after the date hereof, or that represent the right may be deemed to receive shares of Common Stock, whether now be beneficially owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect collectively, the “Lock-Up Units”), pursuant to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period commencing on the date hereof and no ending 180 days after the date of the Partnership’s prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Partnership to register under the Act the undersigned’s sale, transfer or other public filing disposition of any of the Lock-Up Units or report regarding such transfer shall be required other securities of the Partnership held by the undersigned, or shall be voluntarily made to otherwise participate as a selling securityholder in any manner in any registration effected by the Partnership under the Act, including under the Registration Statement, during the Lock-Up Period. For purposes The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of Units during the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement Period, even if such Lock-Up Units would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Units or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Units. Notwithstanding the Undersigned’s Shares will agreement not be, pledged, hypothecated, or granted as collateral or security for to make any obligation. [In addition, notwithstanding the foregoing, Disposition during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect agrees that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).foregoing restrictions shall not apply to:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, INC. FEDERATED NATIONAL HOLDING COMPANY /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Mxxxxxx Xxxxx President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Mxxx Xxxxxxxx Authorized Representative XXXXX FARGO SECURITIESSCHEDULE I Number Name Firm Shares Rxxxxxx Jxxxx & Associates, Inc. 1,934,884 Jxxxxx Mxxxxxxxxx Xxxxx LLC By483,721 2,418,605 Total: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETSSCHEDULE II Issuer Free Writing Prospectus Free Writing Prospectus filed November 8, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx 2013 SCHEDULE III Persons Subject to Lock-up Mxxxxxx X. Xxxxx Authorized Representative Pxxxx X. Prygelski Bxxxx X. Xxxxxxx Rxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & CompanyXx. Cxxx Xxxx Cxxxxxx X. Xxxx, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division Xx. Jxxxxxx X. Xxxxxxxxx Lxxxx Xxxxxx SCHEDULE IV Form of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number Company Counsel Opinion EXHIBIT A Form of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up up Agreement XXXXXX_______, XXXXXXXX 2013 FEDERATED NATIONAL HOLDING COMPANY 10000 X.X. 00xx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 RXXXXXX JXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x Xxxxxxo Raymond Jxxxx & Associates, Inc. 800 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation Federated National Holding Company (the “"Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, ) - Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”)) to be entered into by the Company, on behalf as issuer, and Rxxxxxx Jxxxx & Associates, Inc., the representative (the “Representative”) of the several Underwriters named in Schedule I to such agreement certain underwriters (collectively, the “Underwriters”)) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for Underwriters intend to effect a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share share, of the Company (the “Common StockShares”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly as described in and contemplated by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations registration statement of the Securities and Exchange Commission (collectively the “Undersigned's Shares”)Company on Form S-3, File No. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock333-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended 191289 (the “Securities ActRegistration Statement”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported as filed with the Securities and Exchange Commission on September 20, 2013 (the “SECOffering”) on Form 4 ). The undersigned recognizes that it is in accordance with Section 16 the best financial interests of the Securities Exchange Act of 1934undersigned, as amended an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Exchange ActCompany Securities”), and no other public filing that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not may be, pledgedsubject to certain restrictions on transferability, hypothecated, or granted as collateral or security for any obligationincluding those imposed by United States federal securities laws. [In addition, notwithstanding the foregoing, during the Lock-Up PeriodNotwithstanding these restrictions, the undersigned may sell or otherwise dispose of has agreed to enter into this letter agreement to further assure the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect Underwriters that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting Company Securities of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mothernow held or hereafter acquired, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in will not enter the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii)public market at a time that might impair the underwriting effort.

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by applicable law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Company, the Selling Stockholder Underwriters and the several UnderwritersCompany in accordance with its terms. Very truly yours, HEARTLAND EXPRESSBGC PARTNERS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President of Finance Chairman and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED AND ACCEPTED, as of the date first above mentionedwritten: XXXXX FARGO SECURITIES, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED LLC By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxxx Xxxx Xxxxxx Authorized Signatory For themselves and as Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I the Underwriters named in Exhibit A hereto. EXHIBIT A Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 of Underwriter Principal Amount of Initial Securities Xxxxx Fargo Securities, LLC 650,000 BB&T $ 79,500,000 Cantor Xxxxxxxxxx & Co. $ 5,000,000 Xxxxxxx Xxxxx & Associates, Inc. $ 5,000,000 RBC Capital Markets, a division of BB&T LLC $ 5,000,000 CastleOak Securities, L.P. $ 1,000,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. $ 1,000,000 Sandler X’Xxxxx & Partners, L.P. $ 1,000,000 X. X. Xxxxxxxx & Co. $ 500,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 650,000 Total$ 500,000 Xxxxxx X. Xxxxx & Co. Incorporated $ 500,000 Wedbush Securities Inc. $ 500,000 U.S. Bancorp Investments, Inc. $ 500,000 Total $ 100,000,000 EXHIBIT B SIGNIFICANT SUBSIDIARIES OF THE COMPANY Name Jurisdiction of Organization Type of Entity Names of General Partners/Managing Members* Xxxxx BGC SAS France Corporation BGC Brokers L.P. England Limited Partnership BGC Brokers GP Limited BGC Capital Markets, L.P. Delaware Limited Partnership BGCCMLP Holdings, LLC BGC European Holdings, L.P. England Limited Partnership BGC European GP Limited BGC Financial, L.P. Delaware Limited Partnership BGCF Holdings, LLC BGC Global Holdings, L.P. Cayman Islands Limited Partnership BGC Global Holdings GP Limited BGC Holdings, L.P. Delaware Limited Partnership BGC GP, LLC BGC International Holdings, L.P. Delaware Limited Partnership BGCIHLP, LLC BGC Market Data, L.P. Delaware Limited Partnership BGCantor Market Data Holdings, LLC BGC Partners, L.P. Delaware Limited Partnership BGC Holdings, LLC BGC Partners Singapore LTD Singapore Public Company Limited by Shares eSpeed International Limited England Private Limited Company eSpeed Technology Services, L.P. Delaware Limited Partnership eSpeed Technology Services Holdings, LLC * Applicable only if the subsidiary in question is a limited or general partnership or limited liability company. EXHIBIT C FORM OF PRICING TERM SHEET Filed Pursuant to Rule 433 Registration No. 333-180331 June 21, 2012 BGC PARTNERS, INC. Pricing Term Sheet $100,000,000 8.125% Senior Notes due 2042 Issuer: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx BGC Partners, Inc. Security Type: Senior Unsecured Notes Pricing Information Number of Firm SharesDate: 3,250,000 Number of Additional SharesJune 21, 2012 Settlement Date: 487,500 June 26, 2012 (T+3) Maturity Date: June 15, 2042 Interest Payment Dates: March 15, June 15, September 15 and December 15, beginning September 15, 2012 Principal Amount: $100,000,000 Over-allotment Option: $15,000,000 Public Offering Price: $23.75 25.00 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressNote, Inc. Lock-Up Agreement XXXXXXplus accrued interest, XXXXXXXX & COMPANYif any, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securitiesfrom June 26, LLC BB&T Capital Markets2012 Optional Redemption: The Notes may be redeemed, for cash, in whole or in part, on or after June 26, 2017, at our option, at any time and from time to time, until maturity at a division of BB&T Securities, LLC As Representatives redemption price equal to 100% of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an principal amount of the Undersigned’s Shares that raises gross proceeds thatnotes to be redeemed, as nearly as reasonably practicableplus accrued but unpaid interest on the principal amount being redeemed to, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or dispositionbut not including, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii)redemption date.

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSFIRST GUARANTY BANCSHARES, INC. By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxx, Xx. Name: Xxxx Xxxxx X. Xxxxxxx Xxxxx, Xx. Title: Executive Vice President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXSANDLER X’XXXXX & PARTNERS, XXXXXXXX L.P. By: Sandler X’Xxxxx & COMPANYPartners Corp., INCORPORATED the sole general partner By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. ByXxxxxx X. Xxxxxxxx Name: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC ByX. Xxxxxxxx Title: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division An Officer of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule the Corporation SCHEDULE I Name Number ofFirm Firm Shares XxxxxxSandler X’Xxxxx & Partners, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 L.P. 600,000 Total: 3,250,000 Schedule 600,000 SCHEDULE II Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Prospectus

Research Analyst Independence. The Company and the Selling Stockholder Shareholders acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Shareholders hereby waive waives and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the and/or Selling Stockholder Shareholders by any Underwriter’s investment banking division. The Company and the Selling Stockholder Shareholders each acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Stockholders and the several Underwriters. Very truly yours, HEARTLAND EXPRESSApplied Optoelectronics, INC. /s/ Xxxx X. Xxxxxxx Inc. Xxxxxxxx Xxx President and Chief Executive Officer The Selling Stockholders Named in Schedule II Hereto, Acting Severally By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee Attorney-in-Fact CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESXXXXXXX & CO. By: Authorized Representative SIGNATURE PAGE TO UNDERWRITING AGREEMENT SCHEDULE I Schedule of Underwriters Number Name Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Xxxxxxx & Co. Xxxxx and Company, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIESXxxx Capital Partners, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 SCHEDULE II Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Selling Stockholders Stockholder Maximum Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressShares GRC II Corp. Grand River Capital Investment Company Limited Global Strategic Investment Inc. Budworth Investments Limited Sycamore Venture Capital, X.X. Xxxxxxx Investments Limited AsiaStar IT Fund, L.P. Asia Sino Far East Limited Harbinger III Venture Capital Corp. NCKU Venture Capital Co., Ltd Sky Harvest Investments Limited Xxxx Xxxxx Xxx-Min Xxxxx Xxx Xxxxxxx Xxx Dyna Investment Co., Ltd. Lite-On Inc. LockXxxx Xxx Hung Dynacom Development Co., Ltd Xxxxxx Xxxx Xxxx Xx-Up Agreement XXXXXXXxxx Tu Great Root International Co., XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Ltd Xxx Xxxxx XxxxxxVenture Capital Co., 00xx LTD Xxxxx-Xx Xxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - LockChuan Chih Che Ko-Up Agreement Ladies and Gentlemen: Pin Xxx Xxxxx Xxx Xxxxxx Xxxx Xxx Xxxx Xx Chin-Xxx Xxxx Xxxx Xxxx Lu Xxxx Xxxx Tu Xxxx Xxxxx Xxxx Xxxx Man Xxxxx Xxx-Xxx Lee Xxx Xxx Xxxxx Xxxx Xxxx Xxx Xxxx Xxx Shu Chuan Xxx Xxxxxx X. X. Xxxxx Xxxx-Xxx Xxxx Jenqrong Wen The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Loughlin Family Partnership Yin Xxxx Xxx

Research Analyst Independence. The Company and acknowledges that the Selling Stockholder acknowledge that (a) the Underwriters’ Placement Agent’s research analysts and research departments department are required to be independent from their respective its investment banking divisions division and are is subject to certain regulations and internal policies policies, and (b) the Underwriters’ that such Placement Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective its investment banking divisionsdivision. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters Placement Agent with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ its independent research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwritersuch Placement Agent’s investment banking division. The Company and acknowledges that the Selling Stockholder acknowledge that each of the Underwriters Placement Agent is a full service securities firm and as such, such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies Company; provided, however, that are nothing in this Section 17 shall relieve the subject Placement Agent of the transactions contemplated by this Agreementany responsibility or liability that it may otherwise bear in connection with activities in violation of applicable securities laws, rules and regulations. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of the agreement between the Company, the Selling Stockholder Company and the several UnderwritersPlacement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, HEARTLAND EXPRESSCYTORI THERAPEUTICS, INC. By: /s/ Xxxx X. Xxxxxxx Xxxx Name: Xxxx X. Xxxxxxx Xxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED Accepted as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I heretowritten: XXXXX XXXXXXX & CO. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. ByX. Xxxxxxxxx Name: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC ByXxxxx X. Xxxxxxxxx Title: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedules and Exhibits Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 TotalI: 3,250,000 Schedule II Issuer General Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number Schedule II: Permitted Free Writing Prospectuses Schedule III: Certain Investors Exhibit A: Form of Firm SharesSubscription Terms Exhibit B: 3,250,000 Number Form of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division Exhibit C: List of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Directors and Executive Officers Executing Lock-Up Agreement Agreements Exhibit D: Matters To Be Covered In The Opinion Of Counsel To The Company Exhibit E: Form of Written Statement of Corporate Counsel to the Company Exhibit F: Pricing Information Schedule I Issuer General Free Writing Prospectuses Form of Subscription Terms Schedule II Permitted Free Writing Prospectuses Company press release announcing the offering. Schedule III Certain Investors Xxxxxx Securities CAM - Xxxx Xxxxx Wasatch Advisors Xxxx Capital Daiwa Securities Quintiles Transnational - NovaQuest MicroValue (Xxxxx, Zulle) Exhibit A Form of Subscription Terms Cytori Therapeutics, Inc. 0000 Xxxxxx Xxxx San Diego, California 92121 Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation undersigned (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “RepresentativesInvestor”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), hereby confirms and agrees with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (you as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).follows:

Research Analyst Independence. The Company and each of the Selling Stockholder Stockholders acknowledge that (a) the Underwriters’ Underwriter’s research analysts and research departments are required to be independent from their respective its investment banking divisions division and are is subject to certain regulations and internal policies policies, and (b) the Underwriters’ Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Stock, and/or the offering that differ from the views of their respective its investment banking divisionsdivision. The Company and the Selling Stockholder Stockholders, severally and not jointly, hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the Underwriters Underwriter with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ Underwriter’s independent research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder Stockholders by any the Underwriter’s investment banking division. The Company and the Selling Stockholder Stockholders acknowledge that each of the Underwriters Underwriter is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Stockholders, and the several UnderwritersUnderwriter. Very truly yours, HEARTLAND EXPRESS, INC. CAROLINA FINANCIAL CORPORATION By: /s/ Xxxx Jxxxxx X. Xxxxxxx Name: Xxxx Jxxxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Executive Officer THE SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 STOCKHOLDERS named in Schedule I hereto, acting separately /s/ Xxxxxxxx Jxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxxx /s/ Wxxxxxx X. Xxxxxx Name: Xxxxxxxx III Wxxxxxx X. Xxxxxx Title: Trustee III /s/ Jxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxxx, as attorney-in-fact acting on behalf of the other Selling Stockholders named in Schedule I hereto, acting separately CONFIRMED AND ACCEPTED as of the date first above mentionedwritten: RXXXXXX JXXXX & ASSOCIATES, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Dxxxxxx X. Xxxxxx Name: Dxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I Schedule of Selling Stockholders Name No. of Firm Secondary Shares National Financial Services, LLC FBO Jxxxxx X. Xxxxxxx 33,600 Jxxxxx X. Xxxxxxx 15,000 Dxxxx X. Xxxxxx 25,000 Wxxxxxx X. Xxxxxx, III 10,000 Jxxxxxx X. Deal, M.D. 9,000 Fxxxxx Wxxxxxxx 3,750 Total 96,350 SCHEDULE II Issuer Free Writing Prospectus None. SCHEDULE III Persons Subject to Lock-up Bxxxxxx Xxxxxx W. Sxxxx Xxxxxxx Rxxxxx X. Xxxxxxx, Xx Rxxxxx X. Xxxxx, CPA Jxxxxxx X. Deal, M.D. Gxxx X. Xxxxxxx Dxxxx X. Xxxxxx Mxxxxxx X. Xxxxx Dxxxxx X. Xxxxx, Xx. Jxxxxx X. Xxxxxxx Txxxxxxx E. Xxxxxx Fxxxxxxxx X. Xxxxxxxx Cxxxxxxx X. Xxxxx XX Lxxxxxx X. Xxxxx M. X. Xxxxxxx, III Fxxxxx Wxxxxxxx Xxxxxxx A. Xxxxxx, III EXHIBIT A Form of Lock-up Agreement June 6, 2018 CAROLINA FINANCIAL CORPORATION 200 Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESXxxxxxxxxx, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETSXxxxxxxx 00000 RXXXXXX JXXXX & ASSOCIATES, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities800 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation Carolina Financial Corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, ) - Restriction on Stock Sales Dear Sirs: This letter is delivered to the “Representatives”) propose Underwriter pursuant to enter into an the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, Rxxxxxx Jxxxx & Associates, Inc. (the “Underwriter”), on behalf and any selling stockholders party thereto. Upon the terms and subject to the conditions of the several Underwriters named Underwriting Agreement, the Underwriter intends to effect a public offering of Common Stock, par value $0.01 per share, of the Company (the “Shares”), as described in Schedule I and contemplated by the registration statement of the Company on Form S-3, File No. 333-222550 (the “Registration Statement”), as filed with the Securities and Exchange Commission on January 12, 2018 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, rights, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to such certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriter that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriter to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “UnderwritersLock-Up Shares”), with pursuant to the Company rules and regulations promulgated under the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 Securities Act of 1933, as amended (the “Selling StockholderAct”), providing and the Securities Exchange Act of 1934, as amended, for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning commencing on the date hereof and ending on the date that is 90 60 days from after the date of the final prospectus relating Company’s Prospectus first filed pursuant to Rule 424(b) under the Public Offering Act, inclusive (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract Underwriter or (ii) exercise or seek to sell, pledge, lend, grant exercise or effectuate in any option to purchase, make manner any short sale or otherwise dispose rights of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or nature that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within or may have hereafter to require the rules and regulations Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Securities and Exchange Commission Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period, notwithstanding the foregoing, if (collectively x) during the “Undersigned's Shares”)last 17 days of the Lock-Up Period, the company issues a release concerning earnings or material news or a material event relating to the company occurs; or (y) prior to the expiration of the Lock-Up Period, the company announces it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restriction is restrictions are expressly agreed to preclude the undersigned from engaging in any hedging hedging, collar (whether or not for any consideration) or other transaction that is designed to result in, or that reasonably could be expected to lead toor result in a Disposition of Lock-Up Shares during the Lock-Up Period, a sale or disposition of the Undersigned’s Shares even if such Lock-Up Shares would be disposed of by someone other than the undersignedsuch holder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call optionoption or reversal or cancellation thereof) with respect to any of the Undersigned’s Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).

Research Analyst Independence. The Company and the Selling Stockholder Operating Partnership acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Series A Preferred Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and the Selling Stockholder Operating Partnership by any Underwriter’s investment banking division. The Company and the Selling Stockholder Operating Partnership acknowledge that each of the Underwriters is a full full-service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. [ Signature page follows .] Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Operating Partnership, the Manager and the several Underwriters. Very truly yours, HEARTLAND EXPRESSNEXPOINT REAL ESTATE FINANCE, INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDEROfficer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 NexPoint Real Estate Finance Operating Partnership GP, LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Title: Trustee Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE ADVISORS VII, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer Signature Page to Underwriting Agreement of NexPoint Real Estate Finance, Inc. CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Jozsi Popper Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division Signature Page to Underwriting Agreement of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressNexPoint Real Estate Finance, Inc. LockANNEX A Written Testing-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lockthe-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Waters Communications

Research Analyst Independence. The Company and the Selling Stockholder TXO Parties acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the CompanyPartnership, the value of the Common Stock Units and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder TXO Parties hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder TXO Parties by any Underwriter’s investment banking division. The Company and the Selling Stockholder TXO Parties acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt the Common Units or equity any other securities of the companies that are the subject of the transactions contemplated by this AgreementPartnership. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder TXO Parties and the several Underwriters. Very truly yours, HEARTLAND EXPRESSMorningStar Partners, INC. L.P. By: MorningStar Oil & Gas, LLC, its general partner /s/ Xxxxx X. Xxxx X. Xxxxxxx Name: Xxxxx X. Xxxx X. Xxxxxxx Title: Executive Vice President of Finance Business Operations and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 MorningStar Oil & Gas, LLC /s/ Xxxxxxxx Xxxxx X. Xxxxxx Xxxx Name: Xxxxxxxx Xxxxx X. Xxxxxx Xxxx Title: Trustee President of Business Operations and Chief Financial Officer TXO Energy GP, LLC /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President of Business Operations and Chief Financial Officer CONFIRMED as of the date first above mentioned, on behalf for themselves and as Representatives of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX & ASSOCIATES, INC. By: /s/ Xxxxxx Xxxx Authorized Representative XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES[Signature Page to Underwriting Agreement] SCHEDULE I Underwriters Name: Number of Firm Units Number of Additional Units Xxxxxxx Xxxxx & Associates, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Inc. 2,350,000 352,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 1,500,000 225,000 Xxxxxx Xxxxxxxxxx Xxxxx Fargo LLC 750,000 112,500 Capital One Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).400,000 60,000 Total 5,000,000 750,000 SCHEDULE II

Research Analyst Independence. The Company and the Selling Stockholder Operating Partnership acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or and the Selling Stockholder Operating Partnership by any Underwriter’s investment banking division. The Company and the Selling Stockholder Operating Partnership acknowledge that each of the Underwriters is a full full-service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. [Signature page follows.] Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Operating Partnership, the Manager and the several Underwriters. Very truly yours, HEARTLAND EXPRESSNEXPOINT REAL ESTATE FINANCE, INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDEROfficer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Xxxxx Xxxxx Title: Trustee Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer NEXPOINT REAL ESTATE ADVISORS VII, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Joszi Popper Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm of Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Inc. 1,100,000 Xxxxx, Xxxxxxxx & CompanyXxxxx, Inc. 600,000 Xxxxxx X. Xxxxx & Co. Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 300,000 Total: 3,250,000 Schedule II 2,000,000 SCHEDULE II-1 Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Prospectus None. SCHEDULE II-2 Pricing Information Number of Firm Shares: 3,250,000 2,000,000 Number of Additional Shares: 487,500 300,000 Public Offering PricePrice per Share: $23.75 per share 21.00 SCHEDULE III Persons Subject to Lock-up Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxx XxXxxxxx Xxxxxxx Xxxxx NexPoint Advisors, L.P. Highland Capital Management Fund Advisors, L.P. SCHEDULE IV-1 [FORM OF OPINION OF WINSTON & XXXXXX LLP] SCHEDULE IV-2 [FORM OF OPINION OF XXXXXXX XXXXX LLP] EXHIBIT A Form of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressLock-up Agreement August ___, 2021 NexPoint Real Estate Finance, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x 0000 XxXxxxxx Xxxxxx, Suite 1100 Dallas, Texas 75201 Xxxxxxx Xxxxx & Associates, Inc. 000 Xxxxxxxx & CompanyXxxxxxx Xx. Xxxxxxxxxx, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxx 00000 Re: Heartland ExpressNexPoint Real Estate Finance, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, ) - Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, NexPoint Real Estate Advisors VII, L.P. (the “Manager”), on behalf and NexPoint Real Estate Finance Operating Partnership, L.P., (the “Operating Partnership”) and Xxxxxxx Xxxxx & Associates, Inc. as the representative (the “Representative”) of the several Underwriters named in Schedule I to such agreement certain underwriters (collectively, the “Underwriters”)) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for Underwriters intend to effect a public offering (the “Public Offering”) of Shares Common Stock, par value $0.01 per share, of the Company (the “Shares”). The undersigned recognizes that it is in the best financial interests of the undersigned, as defined in an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby acknowledges and agrees thatthat the undersigned will not (i) offer, during sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for or repayable with, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period beginning commencing on the date hereof and ending on the date that is 90 60 days from after the date of the final prospectus relating Company’s Prospectus first filed pursuant to Rule 424(b) under the Public Offering Act, inclusive (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxxthe Representative; provided, Xxxxxxxx & Companyhowever, Incorporated, the undersigned will that this provision shall not offer, sell, contract to sell, pledge, lend, grant restrict any option to purchase, make (x) open-end registered investment company from engaging in any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or transaction with respect to which Company Securities or (y) closed-end fund conducting periodic repurchases as required under Rule 23c-3 of the Investment Company Act of 1940, as amended, with respect to Company Securities; or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has beneficial ownership within or may have hereafter to require the rules and regulations Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Securities and Exchange Commission (collectively Lock-Up Shares or other securities of the “Undersigned's Shares”)Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restriction is restrictions are expressly agreed to preclude the undersigned from engaging in any hedging hedging, collar (whether or not for any consideration) or other transaction that is designed to result in, or that reasonably could be expected to lead toor result in a Disposition of Lock-Up Shares during the Lock-Up Period, a sale or disposition of the Undersigned’s Shares even if such Lock-Up Shares would be disposed of by someone other than the undersignedsuch holder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call optionoption or reversal or cancellation thereof) with respect to any of the Undersigned’s Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from such Lock-Up Shares. In addition, Notwithstanding the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, agreement not to make any Disposition during the Lock-Up Period, make you have agreed that the foregoing restrictions shall not apply to (i) the Company Securities being offered in the prospectus included in the Registration Statement, (ii) any demand forvesting, settlement and tax withholding of equity-based awards outstanding on the date hereof and the Common Stock issued in connection with such vesting, settlement and tax withholding under the Company’s equity incentive plan or exercise any right other plan or agreement described in the Registration Statement, Time of Sale Information and the Prospectus, (iii) the entering into a written trading plan designed to comply with respect to, the registration Rule 10b5-1 of the Undersigned’s Shares. Notwithstanding the foregoingExchange Act, the undersigned may, provided that no sales are made pursuant to such trading plan during the Lock-Up Period, transfer provided that no filing or public announcement by any party under the Undersigned’s Shares Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such trading plan, (iiv) if the undersigned is an individual, transfers as a bona fide gift or gifts gifts, (v) if the undersigned is an individual, transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or his or her “immediate family” members as defined in Rule 16a-1 under the Exchange Act, (vi) transfers by will, other testamentary document testate or intestate succession succession, (vii) if the undersigned is a partnership, limited liability company, a corporation or trust, transfers to its limited partners, members, stockholders or beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (viii) to the legal representativeextent applicable, heirif the undersigned is an individual, beneficiary transfers to the undersigned’s employer, if required by the terms of such individual’s employment, (ix) transfers for bona fide tax planning purposes, (x) to the undersigned’s affiliates; (xi) if the undersigned is a corporation, partnership or other entity, transfers to a member wholly owned subsidiary of such entity or (xii) any redemption pursuant to the provisions contained in the organizational documents of the immediate family of Operating Partnership or the undersignedsubsidiary partnerships, provided that the donee or donees thereof agree any Company Securities after such redemption shall be deemed to be bound in writing by Lock-Up Shares subject to the restrictions set forth herein, (ii) to any trustin this Agreement during the Lock-Up Period, provided further that in each transfer pursuant to clauses (iv)-(xi) the trustee of the trust transferee agrees to be bound in writing by the restrictions set forth hereinterms of this Lock-Up Agreement prior to such transfer, and provided further that any such transfer shall not involve a disposition for valuevalue and no filing or public announcement by any party (donor, [or] (iiidonee, transferor or transferee) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer otherwise shall be required or shall be voluntarily made during in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). For purposes It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, you will release the undersigned from the obligations under this letter agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up AgreementShares if such transfer would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the respective successors, “immediate family” shall mean any relationship by bloodheirs, marriage or adoption, not more remote than first cousin. As personal representatives and assigns of the date hereof, undersigned. Capitalized terms used but not defined herein have the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds respective meanings assigned to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined such terms in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).. Very truly yours,

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSCATALYST BIOSCIENCES, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice Xxxxxx Xxxxx President of Finance and Chief Financial Executive Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities2,907,692 National Securities Corporation 830,769 LifeSci Capital, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, 553,846 JonesTrading Institutional Services LLC 650,000 323,077 Total: 3,250,000 Schedule 4,615,384 SCHEDULE II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Price per share to the public: $6.50 Firm Shares: 3,250,000 Number of 4,615,384 Additional Shares: 487,500 Public Offering Price: $23.75 per share 692,307 SCHEDULE III Persons Subject to Lock-up Xxxxxx Xxxxx, Ph.D. Xxxxxx Xxxx, X.X.X.Xx., Ph.D., M.M.M. Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxx Xxxxx X. Xx Xxxxx, Ph.D. Xxxxxxxx Xxxx, M.D., Ph.D. Xxxxxx Xxxxxx EXHIBIT A Form of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressLock-up Agreement June ___, 2020 Catalyst Biosciences, Inc. Lock-Up Agreement XXXXXX000 Xxxxxxx Xxxxxxxxx, XXXXXXXX Xxxxx 000 Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 XXXXXXX XXXXX & COMPANYASSOCIATES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives Representative of the Several Underwriters xc/x o Raymond Xxxxx & Associates, Inc. 000 Xxxx Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxx 000 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his motherXxxx, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Xxxx 00000

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this AgreementAgreement and the General Disclosure Package. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between among the Company, the Selling Stockholder Securityholder and the several UnderwritersUnderwriters in accordance with its terms. Very truly yours, HEARTLAND EXPRESSLaureate Education, INC. Inc. By: /s/Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: SVP, Chief Legal Officer and Corporate Secretary Wengen Alberta, Limited Partnership By: Wengen Investments Limited, its General Partner By: /s/ Xxxx Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President of Finance Director The foregoing Underwriting Agreement is hereby confirmed and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED accepted as of the date first above mentioned, written. Acting on behalf of itself and as the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) By: BMO Capital Markets Corp. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director SCHEDULE A Underwriter Number of Shares (as defined in the Underwriting Agreement). In consideration Firm Securities Number of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Optional Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).BMO Capital Markets Corp. 10,000,000 1,500,000 Total 10,000,000 1,500,000 SCHEDULE B

Research Analyst Independence. The Company and the Selling Stockholder acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESS, PLX PHARMA INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee Title CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXRXXXXXX JXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Number Name Number ofFirm Firm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule SCHEDULE II Issuer Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Prospectus - 33 - SCHEDULE III Persons Subject to Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).up

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s investment banking division. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between the Company, the Selling Stockholder Company and the several Underwriters. Very truly yours, HEARTLAND EXPRESSCOVENANT TRANSPORTATION GROUP, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx Dxxxx X. Xxxxxx Name: Xxxxxxxx Dxxxx X. Xxxxxx Title: Trustee Chairman, President and Chief Executive Officer CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX SXXXXXXX INC. By: /s/ Xxxxxxx Mxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIESMxxxxxx Xxxxxx, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Managing Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx Exxx X. Xxxxx Xxxxxx Authorized Representative Xxxxxxx Exxx X. Xxxxx Xxxxxx, Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Sxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 1,320,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 726,000 Avondale Partners, LLC 198,000 Cxxxx and Company, LLC 198,000 WR Securities, LLC 198,000 Total: 3,250,000 Schedule 2,640,000 SCHEDULE II Free Writing Prospectuses Free Writing Prospectus, dated November 13, 2014 (Press Release) The electronic roadshow available at xxx.xxxxxxxxxxx.xxx wxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 2,640,000 Number of Additional Option Shares: 487,500 396,000 Public Offering Price: $23.75 22.00 per share of Common Stock Exhibit EXHIBIT A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland ExpressCovenant Transportation Group, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX SXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital MarketsCAPITAL MARKETS, a division of BB&T SecuritiesSECURITIES, LLC As Representatives of the Several Underwriters xc/x Xxxxxxo Stephens Inc. 100 Xxxxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx XX 00000 Re: Heartland ExpressCovenant Transportation Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland ExpressCovenant Transportation Group, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC Sxxxxxxx Inc. and BB&T Capital Markets, a division of BB&T Securities, LLC LLC, (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), ) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”)Company, providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 75 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporatedthe Representatives, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporatedthe Representatives, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, may (a) transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trusttrust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] or (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [herein or (ivb) to establish any contract, instruction, or plan under Rule 10b5-1 (a member “10b5-1 Plan”) of the undersigned’s immediate familyExchange Act, provided that no sales of the undersignedUndersigned’s immediate family member agrees Shares shall be made pursuant to be bound such 10b5-1 Plan in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1violation of this Lock-Up Agreement; provided, however, that it shall be a condition of transfers pursuant to clauses (ia)(i), (iia)(ii) or (iiia)(iii) and the establishment of any 10b5-1 Plan pursuant to clause (b) above that such transfers or establishment are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer or establishment shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereofThe undersigned now has, the Undersigned’s Shares are notand, and except as contemplated by clause (a)(i), (a)(ii) or (a)(iii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares will not beShares, pledgedfree and clear of all liens, hypothecatedencumbrances, or granted as collateral or security for any obligationand claims whatsoever. [In additionFurthermore, notwithstanding the foregoingundersigned may, during the Lock-Up Period, the undersigned may sell or otherwise dispose shares of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred Common Stock purchased by the undersigned as a result on the open market following the closing of the vesting, Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the SEC and (ii) the undersigned does not otherwise voluntarily effect any public filing or report with the SEC regarding such sales. If (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or other press release of restricted material information or a material event relating to the Company occurs or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release its earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended by, and the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of, the 18-day period beginning on the issuance of the earnings or other press release or the occurrence of the material event; provided, however, that such extension of the lock-up period shall not apply if, (1) at the expiration of the Lock-Up Period, the Common Stock are “actively traded securities” (as defined in Regulation M under the Exchange Act) and (2) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. Notwithstanding anything to the contrary set forth herein, on or after December 22, 2014, the undersigned may exercise one or more options to purchase shares of Common Stock outstanding on for cash or by transferring or forfeiting shares of Common Stock to the date hereof Company and may transfer or forfeit to the Company the portion of shares of Common Stock acquired upon such exercise (or otherwise held by the undersigned) necessary to cover the tax liability resulting from any such exercise, provided the options exercised are scheduled to expire in 2015. [Further, notwithstanding anything to the contrary set forth herein, the undersigned may (directly, through a spouse, or through another person or entity whose shares are beneficially owned by the undersigned pursuant to stock plans disclosed the rules and regulations of the SEC) sell the Undersigned’s Shares, in the Time of Sale Information (as defined in the Underwriting Agreement)one or more transactions, provided that each such transfer shall the sale or sales (i) are effected pursuant to a 10b5-1 Plan for the sale of no more than 20,000 shares of Common Stock, (ii) occur on or about after December 22, 2014 and (iii) do not exceed 20,000 shares, in the time aggregate.1] The undersigned also agrees and consents to the entry of such vesting stop transfer instructions with the Company’s transfer agent and shall be of an amount registrar against the transfer of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership violation of the Undersigned’s Shares during the this Lock-Up Period as a result of such sale or disposition, the Agreement. The undersigned shall include a statement in such report to the effect understands that the purpose of such sale or other disposition was to cover tax obligations Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned in connection with the vesting of further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s restricted shares heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxxfactors, who serves as trustee including market conditions, and the Public Offering will only be made pursuant to the Underwriting Agreement. This Lock-Up Agreement shall automatically terminate and be of several GRATs established by his motherno further force and effect if (i) the Representatives advise the Company, Xxx X. Xxxxxxor the Company advises the Representatives, which hold Company common shares and make annuity payments in writing, that they will not proceed with the form of Company common shares to her or to other trusts set up for her benefitPublic Offering, which would be covered by clause (ii).) the termination of the Underwriting Agreement before the sale of any Shares to the Underwriters, or (iii) the Underwriting Agreement has not been executed by the Company and the Representatives by December 1, 2014. 1 This sentence to be included only in R.X. Xxxxx Xx. and Wxxxxxx X. Alt Lock-up Agreements. Very truly yours, Signature: Print name: Title: Back to Form 8-K

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing correctly sets forth the agreement between understanding among the Company, the Selling Stockholder Operating Partnership and the several Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, HEARTLAND EXPRESSMERUELO XXXXXX PROPERTIES, INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERMERUELO XXXXXX PROPERTIES, L.P. By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx MERUELO XXXXXX PROPERTIES, INC. General Partner By: Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED Accepted and agreed to as of the date first above mentionedwritten: FRIEDMAN, on behalf BILLINGS, XXXXXX & CO., INC. UBS SECURITIES LLC For themselves and as Representatives of the Representatives and the other several Underwriters named in on Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX FRIEDMAN, BILLINGS, XXXXXX & CO., INC. By: /s/ Xxxxxxx Name: Title: SCHEDULE I Underwriter Number of Initial Shares to be Purchased Friedman, Billings, Xxxxxx Authorized Representative XXXXX FARGO SECURITIES& Co., Inc. UBS Securities LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T KeyBanc Capital Markets, a division of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, McDonald Investments Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T RBC Capital Markets, a division of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Markets Corporation Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Xxxxxxx Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Inc.

Research Analyst Independence. The Company and the Selling Stockholder Shareholders acknowledge that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Selling Stockholder Shareholders hereby waive and release, to the fullest extent permitted by law, any claims that they it may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the and/or Selling Stockholder Shareholders by any Underwriter’s investment banking division. The Company and the Selling Stockholder Shareholders acknowledge that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. Please confirm that the foregoing correctly sets forth the agreement between among the Company, the Selling Stockholder Shareholders and the several Underwriters. Very truly yours, HEARTLAND EXPRESSFIRST GUARANTY BANCSHARES, INC. /s/ Xxxx X. Xxxxxxx By: Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDERSHAREHOLDERS By: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee Attorney-in-Fact CONFIRMED as of the date first above mentioned, on behalf of the Representatives Representative and the other several Underwriters named in Schedule I hereto. XXXXXXXXXXXXX XXXXX & ASSOCIATES, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Schedule SCHEDULE I Name Number ofFirm Firm Shares XxxxxxXxxxxxx Xxxxx & Associates, Inc. Xxxxx, Xxxxxxxx & CompanyXxxxx, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo SecuritiesSterne Agee & Xxxxx, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 Inc. Total: 3,250,000 SCHEDULE II Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information of Selling Shareholders Shareholder Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Shares to be Sold SCHEDULE III Issuer Free Writing Prospectus SCHEDULE IV Persons Subject to Lock-Up up EXHIBIT A Form of Lock-up Agreement XXXXXX, XXXXXXXX & COMPANY2014 FIRST GUARANTY BANCSHARES, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities000 Xxxx Xxxxxx Xxxxxx Hammond, LLC BB&T Capital MarketsLouisiana 70401 XXXXXXX XXXXX & ASSOCIATES, a division of BB&T Securities, LLC INC. As Representatives Representative of the Several Underwriters xc/x Xxxxxx, Xxxxxxxx o Raymond Xxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland ExpressAssociates, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, an officer and/or director of Heartland Express, Inc., a Nevada corporation (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).XX 00000

Research Analyst Independence. The Company and acknowledges that the Selling Stockholder acknowledge that (a) the Underwriters’ Placement Agent’s research analysts and research departments department are required to be independent from their respective investment banking divisions division and are subject to certain regulations and internal policies policies, and (b) the Underwriters’ that such Placement Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisionsdivision. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters Placement Agent with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments department may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwritersuch Placement Agent’s investment banking division. The Company and acknowledges that the Selling Stockholder acknowledge that each of the Underwriters Placement Agent is a full service securities firm and as such, such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies Company; provided, however, that are nothing in this Section 17 shall relieve the subject Placement Agent of the transactions contemplated by this Agreementany responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules and regulations. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of the agreement between the Company, the Selling Stockholder Company and the several UnderwritersPlacement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, HEARTLAND EXPRESSYXXXXX.XXX, INC. By: /s/ Xxxx Gxxx X. Xxxxxxx Name: Xxxx Gxxx X. Xxxxxxx Title: Executive Vice President of Finance and Xxxxxxx, Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED Accepted as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED Bywritten: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, THINKEQUITY PARTNERS LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC ByShez K. Xxxxxxxxxx Name: /s/ Xxxxxxx X. Xxxxx Authorized Representative Xxxxxxx X. Xxxxx Managing Director US 3297123v.16 Shez K. Xxxxxxxxxx Title: Partner Schedules and Exhibits Schedule I Name Number ofFirm Shares Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 Xxxxxxxx Inc. 975,000 Xxxxx Fargo Securities, LLC 650,000 BB&T Capital Markets, a division of BB&T Securities, LLC 650,000 TotalI: 3,250,000 Schedule II Issuer General Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number Schedule II: Permitted Free Writing Prospectuses Exhibit A: Form of Firm SharesSubscription Terms Exhibit B: 3,250,000 Number Form of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division Exhibit C: List of BB&T Securities, LLC As Representatives of the Several Underwriters x/x Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Heartland Express, Inc. - Directors and Executive Officers Executing Lock-Up Agreement Agreements Exhibit D: Pricing Information Schedule I Issuer General Free Writing Prospectuses None SI-1 Schedule II Permitted Free Writing Prospectuses None SII-1 Exhibit A Form of Subscription Terms Yxxxxx.xxx, Inc 5000 Xx Xxxx Xxxxxx Woodland Hills, California 91367 Ladies and Gentlemen: The undersigned, an officer and/or director of Heartland Express, Inc., a Nevada corporation undersigned (the “Company”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “RepresentativesInvestor”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), hereby confirms and agrees with the Company and the 2009 Xxxxxx Heartland Trust UTA 7/15/2009 (the “Selling Stockholder”), providing for a public offering (the “Public Offering”) of Shares (you as defined in the Underwriting Agreement). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to result in, or that reasonably could be expected to lead to, a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereof, the Undersigned’s Shares are not, and for the duration of this Lock-Up Agreement the Undersigned’s Shares will not be, pledged, hypothecated, or granted as collateral or security for any obligation. [In addition, notwithstanding the foregoing, during the Lock-Up Period, the undersigned may sell or otherwise dispose of the Undersigned’s Shares for the purpose of raising proceeds to cover or otherwise satisfying the reasonably estimated U.S. federal or state tax liability incurred by the undersigned as a result of the vesting, during the Lock-Up Period, of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided that each such transfer shall occur on or about the time of such vesting and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of the undersigned’s restricted shares of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).follows:

Research Analyst Independence. The Company and the Selling Stockholder acknowledge acknowledges that (a) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies policies, and (b) the that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and the Selling Stockholder hereby waive and releasereleases, to the fullest extent permitted by law, any claims that they the Company may have against the Underwriters with respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriters’ their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company or the Selling Stockholder by any Underwriter’s such Underwriters’ investment banking divisiondivisions. The Company and the Selling Stockholder acknowledge acknowledges that each of the Underwriters is a full service securities firm and as such, such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are may be the subject of the transactions contemplated by this Agreement. Please confirm that If the foregoing correctly sets forth the agreement understanding between you and the Company, please so indicate in the Selling Stockholder and the several Underwritersspace provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEARTLAND EXPRESS, INC. /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President of Finance and Chief Financial Officer SELLING STOCKHOLDER: 2009 Xxxxxx Heartland Trust UTA 7/15/2009 /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Trustee CONFIRMED as of the date first above mentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxx Xxxxxxx Authorized Representative XXXXXXXX INC. By: /s/ Xxxxxxx Xxxxxx Authorized Representative XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Authorized Representative Xxxxx Xxxxxx - Director BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC XXXXXX CORPORATION By: /s/ Xxxxxxx X. Xxxxx Authorized Representative Smith______________ Name: Xxxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxxxx X. Pott_____________ Name: Xxxxxxx X. Xxxx Title: Managing Director US 3297123v.16 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx O’Grady____________ Name: Xxxxxxx X’Xxxxx Title: Managing Director, Head of Depositories For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Name Underwriting Agreement dated October 21, 2009 Registration Statement No. 333-147162 Representatives: Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Title, Purchase Price and Description of Securities: Title: Common Stock, $1.00 par value per share Number ofFirm Shares of Firm Securities to be sold by the Company: 136,000,000 Number of Option Securities to be sold by the Company: 20,400,000 Price per Share to Public (include accrued dividends, if any): $5.75 Price per Share to the Underwriters – total: $5.52 Other provisions: None Closing Date, Time and Location: October 27, 2009 at 10:00 a.m. at the offices of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 Type of Offering: Non-Delayed SCHEDULE II Underwriters Number of Firm Securities to be Purchased Xxxxxx Xxxxxxx & Co. Incorporated 68,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 40,800,000 Xxxxxx X. Xxxxx & Co. Incorporated 5,440,000 Xxxxxx Xxxxxx & Company, Inc. 5,440,000 Xxxxxxxxxxx & Co. Inc. 5,440,000 Sandler X’Xxxxx & Partners, L.P. 5,440,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 975,000 5,440,000 Total 136,000,000 SCHEDULE III None ANNEX I(a) FORM OF COMFORT LETTER 1 ANNEX I(b) FORM OF BRING-DOWN COMFORT LETTER EXHIBIT A The following form of letter shall be executed and delivered by the following persons: Directors Xxxxxx X. Xxxx Xxx X. Xxxxx Xxxx X. Xxxxxxx, Xx. Xxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx Xxxx X. Xxxxxxxx Inc. 975,000 San X. Xxx, Xx. Xxxxxx X. X’Xxxxx Xxxxx Fargo SecuritiesX. Xxxxxxx, LLC 650,000 BB&T Capital Markets, a division III Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxx Executive Officers Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxx Xxxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxx Xxxx X. Xxxxxxxxxxxxx Xxxxxxx X. Xxxx Xxxxxx X. X'Xxxxx Xxxx X. Xxxxxx Xxxx X. Xxxxxxx Xxxxxx X. Root Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx Form of BB&T Securities, LLC 650,000 Total: 3,250,000 Schedule II Free Writing Prospectuses The electronic roadshow available at xxx.xxxxxxxxxxx.xxx Pricing Information Number of Firm Shares: 3,250,000 Number of Additional Shares: 487,500 Public Offering Price: $23.75 per share of Common Stock Exhibit A [SEE FORM UNDER SEPARATE COVER] US 3304868v.9 Heartland Express, Inc. Lock-Up Agreement XXXXXXOctober 21, XXXXXXXX 2009 Xxxxxx Xxxxxxx & COMPANY, INCORPORATED XXXXXXXX INC. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC Co. Incorporated As Representatives Representative of the Several several Underwriters x/x Xxxxxx0000 Xxxxxxxx Xxx Xxxx, Xxxxxxxx & Company, Incorporated Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxx 00000 Re: Heartland Express, Inc. - Xxxxxxxx & Ilsley Corporation – Lock-Up Agreement Ladies and Gentlemen: The undersignedundersigned understands that you, an officer and/or director of Heartland Express, Inc., a Nevada corporation as representative (the “CompanyRepresentative”), or one of its subsidiaries, understands that Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxxxxx Inc., Xxxxx Fargo Securities, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several Underwriters named in Schedule I II to such agreement (collectively, the “Underwriters”), with the Company and the 2009 Xxxxxxxx & Xxxxxx Heartland Trust UTA 7/15/2009 Corporation, a Wisconsin corporation (the “Selling StockholderCompany”), providing for a public offering of shares of Common Stock of the Company (the “Public OfferingSecurities”) of Shares (as defined in pursuant to the Underwriting Agreement)Registration Statement on Form S-3 that became effective upon filing on November 6, 2007. In consideration of the agreement by the Underwriters to offer and sell the SharesSecurities, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on that from the date hereof to and ending on the date that is 90 days from the date of the final prospectus relating to the Public Offering including January 19, 2010 (the “Lock-Up Period”), the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the CompanyCompany (other than dispositions of shares of Common Stock to the Company to pay any tax withholding obligations incurred by the undersigned in connection with (i) the issuance to the undersigned of Common Stock in payment of a portion of the undersigned’s salary, or (ii) the vesting of restricted shares of Common Stock, par value $0.01 per share (Stock held by the “Common Stock”)undersigned as of the date hereof) , or any options or warrants to purchase any shares of Common StockStock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common StockStock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively collectively, the “Undersigned's ’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that which is designed to result in, or that which reasonably could be expected to lead to, to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to to, or derives any significant part of its value from such Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx, Xxxxxxxx & Company, Incorporated, the undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may, during the Lock-Up Period, may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersignedgifts, provided that that, except in the case of charitable gifts, the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, [or] (iii) to an entity in which more than fifty percent of the voting interests are owned by the undersigned or the undersigned’s family members (as defined in Section A.1(a)(5) of the General Instructions S-8 under the Securities Act of 1933, as amended (the “Securities Act”)), provided that the entity agrees to be bound in writing by the restrictions set forth herein, [or (iv) to a member of the undersigned’s immediate family, provided that the undersigned’s immediate family member agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value] 1; provided, however, that it shall be a condition of transfers pursuant to clauses (i), (ii) or (iii) above that such transfers are not required to be reported and are not voluntarily reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 prior written consent of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no other public filing or report regarding such transfer shall be required or shall be voluntarily made during the Lock-Up PeriodRepresentative. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. As of the date hereofThe undersigned now has, the Undersigned’s Shares are notand, and except as contemplated by clause (i), (ii), or (iii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares will not beShares, pledgedfree and clear of all liens, hypothecatedencumbrances, or granted as collateral or security for any obligationand claims whatsoever. [In addition, notwithstanding The undersigned also agrees and consents to the foregoing, during entry of stop transfer instructions with the Lock-Up Period, Company’s transfer agent and registrar against the undersigned may sell or otherwise dispose transfer of the Undersigned’s Shares for except in compliance with the purpose of raising proceeds to cover or otherwise satisfying foregoing restrictions. The undersigned understands that the reasonably estimated U.S. federal or state tax liability incurred by Company and the undersigned as a result of the vesting, during the Underwriters are relying upon this Lock-Up Period, Agreement in proceeding toward consummation of restricted shares of Common Stock outstanding on the date hereof pursuant to stock plans disclosed in the Time of Sale Information (as defined in the Underwriting Agreement), provided offering. The undersigned further understands that each such transfer shall occur on or about the time of such vesting this Lock-Up Agreement is irrevocable and shall be of an amount of the Undersigned’s Shares that raises gross proceeds that, as nearly as reasonably practicable, approximate such tax liability, and provided further that if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of the Undersigned’s Shares during the Lock-Up Period as a result of such sale or disposition, the undersigned shall include a statement in such report to the effect that the purpose of such sale or other disposition was to cover tax obligations of the undersigned in connection with the vesting of binding upon the undersigned’s restricted shares heirs, legal representatives, successors, and assigns. Very truly yours, ________________________________________ Exact Name of Common Stock.]2 1NTD: Only include for Xxxxxxx X. Xxxxxx, who serves as trustee of several GRATs established by his mother, Xxx X. Xxxxxx, which hold Company common shares and make annuity payments in the form of Company common shares to her or to other trusts set up for her benefit, which would be covered by clause (ii).Shareholder ________________________________________ Authorized Signature