IRREVOCABLE PROXY AND AGREEMENTProxy and Agreement • March 23rd, 2023 • Fuller Max L • Trucking (no local) • Nevada
This Irrevocable Proxy and Agreement (this “Proxy and Agreement”), granted and entered into as of March 20, 2023, by each of the Persons set forth on Schedule A (each, a “Stockholder” and, collectively, the “Stockholders”) to and with each of the committee members (each a “Proxy Holder”), each a director of U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), and a member of the Special Committee of the Board of Directors (the “Special Committee”) of the Company, and the Company. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • March 23rd, 2023 • Fuller Max L • Trucking (no local) • Nevada
This Rollover Agreement (this “Agreement”), dated as of March 20, 2023, is entered into by and among Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Parent”), Liberty Holdings Topco LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Holdings”), Max L. Fuller and William Eric Fuller (each a “Key Stockholder”) and each of the other Persons set forth on Schedule A (each, a “Stockholder” and, together with the Key Stockholders, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENT Dated as of June 13, 2018Registration Rights Agreement • July 26th, 2018 • Fuller Max L • Trucking (no local) • Tennessee
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 13, 2018, by and among Lisa M. Pate, Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, Quinn Family Partners, L.P., Patrick Quinn Non-GST Marital Trust, Patrick Quinn GST Marital Trust, Patrick Quinn GST Tennessee Gap Trust, Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Renee A. Daly, Max L. Fuller, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO Christopher M. Fuller (the “Initial Stockholders”) and U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 26th, 2018 • Fuller Max L • Trucking (no local) • Tennessee
This Stockholders’ Agreement (this “Agreement”) is made and entered into as of June 13, 2018 by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), and the individuals and entities listed on Appendix A hereto (the “Initial Stockholders”).
AMENDMENT TOStockholders’ Agreement • May 31st, 2019 • Fuller Max L • Trucking (no local) • Tennessee
This Amendment to Stockholders’ Agreement (this “Amendment”) is made and entered into as of May 24, 2019 by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), and the individuals and entities listed on Appendix A hereto (the “Initial Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among U.S. XPRESS ENTERPRISES, INC. KNIGHT- SWIFT TRANSPORTATION HOLDINGS INC. and LIBERTY MERGER SUB INC. Dated as of March 20, 2023Agreement and Plan of Merger • March 23rd, 2023 • Fuller Max L • Trucking (no local) • Nevada
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Parent”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party” and collectively as the “Parties.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
JOINT FILING AGREEMENTJoint Filing Agreement • September 19th, 2019 • Fuller Max L • Trucking (no local)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock (including shares of Class B common stock convertible into shares of Class A common stock) of U.S. Xpress Enterprises, Inc. and that this Joint Filing Agreement be included as an Exhibit to such joint filing.
LOAN AGREEMENTLoan Agreement • September 19th, 2019 • Fuller Max L • Trucking (no local) • Tennessee
This LOAN AGREEMENT (the "Agreement") dated effective as of September 17, 2019, is entered into by and between SMARTBANK, a Tennessee banking corporation ("Bank"), FULLER FAMILY ENTERPRISES, LLC, a Nevada limited liability company ("Borrower"), MAX LEE FULLER and JANICE BURNS FULLER (collectively the "Individual Guarantors"), and FSBSPE 1, LLC, a Nevada limited liability company, FSBSPE 2, LLC, a Nevada limited liability company, and FSBSPE 3, LLC, a Nevada limited liability company (collectively the "Entity Guarantors"; the Individual Guarantors and the Entity Guarantors are referred to collectively as "Guarantors").
REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • July 26th, 2018 • Fuller Max L • Trucking (no local) • New York
REVOLVING LINE OF CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2018, between WILLIAM E. FULLER, an individual (the “Borrower”), and MORGAN STANLEY PRIVATE BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).
SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 23rd, 2023 • Fuller Max L • Trucking (no local) • Tennessee
This Second Amendment to Stockholders’ Agreement (this “Amendment”) is dated March 20, 2023 by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), and the undersigned individuals and entities (the “Fuller Stockholders”).
VOTING AGREEMENTVoting Agreement • July 26th, 2018 • Fuller Max L • Trucking (no local) • Nevada
JOINT FILING AGREEMENTJoint Filing Agreement • July 26th, 2018 • Fuller Max L • Trucking (no local)
REVOLVING LINE OF CREDIT AGREEMENTFinancial Assets Security Agreement • July 26th, 2018 • Fuller Max L • Trucking (no local) • New York
JOINT FILING AGREEMENTJoint Filing Agreement • March 24th, 2023 • Fuller Max L • Trucking (no local)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock (including shares of Class B common stock convertible into shares of Class A common stock) of U.S. Xpress Enterprises, Inc. and that this Joint Filing Agreement be included as an Exhibit to such joint filing.
