REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2024 • Proficient Auto Logistics, Inc • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”), and each of the parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), William E. Scanlon, Trustee of the William E. Scanlon Living Trust Utd 7/29/05 (“Seller”), and Sierra Mountain Group, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 29th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), by and between Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”) and Richard O’Dell, an individual (“Executive”), is dated as of April 22, 2024. Executive and the Company are each referred to as a “Party” and collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), WCL Merger Sub, Inc., a Nevada corporation and wholly-owned Subsidiary of Purchaser (“Merger Sub”), William E. Scanlon, Trustee of the William E. Scanlon Living Trust Utd 7/29/05 (“Seller”), and West Coast Leasing Company, Inc., a Nevada corporation (the “Company”).
PROFICIENT AUTO LOGISTICS, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 23rd, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 20[●] between Proficient Auto Logistics, Inc., Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), Proficient Auto Transport, Inc. (formerly known as Proficient Auto, Inc.), a Florida corporation (the “Company”), the Shareholders identified on Schedule A hereto (individually, a “Shareholder”, and collectively, the “Shareholders”), and BOCF, LLC, a Delaware limited liability company, solely in its capacity as the initial Shareholders Representative (the “Shareholders Representative”).
PURCHASE AGREEMENTPurchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), John Skiadas (“Owner”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (the “Company”) and, following its execution of a Joinder Agreement, Seller (as defined below). Each of Parent, Purchaser, the Company and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.”
● ] Shares Proficient Auto Logistics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2024 • Proficient Auto Logistics, Inc • Transportation services
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), John Skiadas (“Owner”), Delta Auto Brokers, LLC, a New Jersey limited liability company (“DAB”), North East Fleet Services, Inc., a New Jersey corporation (“NEF”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (“DAS” and together with DAB and NEF, the “Companies” and each, a “Company”) and, following its execution of a Joinder Agreement, Seller (as defined below). Each of Purchaser, DAB, NEF, DAS, Owner and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 23rd, 2024 • Proficient Auto Logistics, Inc • Transportation services • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), by and between Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”, or “PAL”) and Brad Wright, an individual (“Executive”), is dated as of November 30, 2023. Executive and the Company are each referred to as a “Party” and collectively, as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Parent”), PAL Stock Acquiror, INC., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”, and together with Parent, the “Acquirors”, and individually, an “Acquiror”), Proficient Auto Transport, Inc. (formerly known as Proficient Auto, Inc.), a Florida corporation (the “Company”), the Shareholders identified on Schedule A hereto (individually, a “Shareholder”, and collectively, the “Shareholders”), and BOCF, LLC, a Delaware limited liability company, solely in its capacity as the initial Shareholders Representative (the “Shareholders Representative”).
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2024 • Proficient Auto Logistics, Inc • Transportation services • Delaware
This CONTRIBUTION AGREEMENT is made as of December 21, 2023, by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), Leonel Munoz (“Leo”), Ramon Munoz (“Ray”; together with Leo, “Sellers” and each a “Seller”), and Tribeca Truck Leasing LLC, a New Jersey limited liability company (the “Company”).
Amendment No. 1 to CONTRIBUTION agreementContribution Agreement • April 29th, 2024 • Proficient Auto Logistics, Inc • Transportation services
This Amendment No. 1 to CONTRIBUTION agreement (this “Amendment”) is effective as of April 26, 2024 (the “Effective Date”), by and among Proficient Auto Logistics, Inc., a Delaware corporation (“Purchaser”), John Skiadas (“Owner”), Delta Auto Brokers, LLC, a New Jersey limited liability company (“DAB”), North East Fleet Services, Inc., a New Jersey corporation (“NEF”), Delta Automotive Services, Inc., a New Jersey corporation, doing business as Delta Auto Transport (“DAS” and together with DAB and NEF, the “Companies” and each, a “Company”) and, following its execution of a Joinder Agreement, Seller. Each of Purchaser, DAB, NEF, DAS, Owner and Seller are sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Contribution Agreement.
