Second Amendment to Stockholders Agreement, dated as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., Max L. Fuller, Fuller Family Enterprises, LLC, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, William E. Fuller, Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Irrevocable Trust FBO Stephen C. Fuller and Irrevocable Trust FBO Christopher M. Fuller

EX-10.3 5 tm239977d1_ex10-3.htm EXHIBIT 10.3

 

Exhibit 10.3

 

SECOND AMENDMENT TO

STOCKHOLDERS’ AGREEMENT

 

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”).

 

RECITALS

 

The Company and the Initial Stockholders are parties to the Stockholders’ Agreement dated as of June 13, 2018 (the “Stockholders’ Agreement”).

 

The Company and the Initial Stockholders amended the Stockholders’ Agreement pursuant to that Amendment to Stockholders’ Agreement dated as of May 24, 2019.

 

Pursuant to Section 4.7 of the Stockholders’ Agreement, the Company and the Fuller Stockholders, who hold two-thirds or more of all the Common Stock owned by the Stockholders, may amend the Stockholders’ Agreement as provided herein.

 

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

 

AGREEMENT

 

1.            Defined Terms. Capitalized terms used in this Amendment but not otherwise defined herein have the meanings given to them in the Stockholders’ Agreement.

 

2.            Amendment of Section 2.2. Section 2.2 of the Stockholders’ Agreement is hereby amended by adding the following final sentence:

 

“The restrictions on Transfer contained in Section 2.1 of this Agreement will not apply to any Transfer to Knight-Swift Transportation Holdings Inc., a Delaware corporation, or any subsidiary thereof.”

 

3.            Counterparts. This Amendment may be signed in multiple counterparts. Each counterpart will be considered an original instrument, but all of them in the aggregate will constitute one agreement. Facsimile signatures delivered by telecopy or other electronic means will be given effect for purposes of the signature page of this Amendment.

 

4.            Binding Effect. This Amendment shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors, and administrators of the parties hereto.

 

5.            Governing Law. This Amendment will be governed by, and construed in accordance with, the laws of the state of Tennessee (without considering Tennessee choice of law provisions).

 

 

6.            Miscellaneous. Except as modified by this Amendment, all of the terms and conditions of the Stockholders’ Agreement remain in full force and effect. In the event of a conflict between any term or provision of the Stockholders’ Agreement and this Amendment, the terms and provisions of this Amendment shall control.

 

(Signatures on next page)

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Stockholders’ Agreement to be duly executed and delivered on the date and year first above written.

 

  U.S. XPRESS ENTERPRISES, INC.
   
  By: /s/ Eric Fuller
  Name:

Eric Fuller

  Title: President and CEO
   
  MAX L. FULLER
   
  By: /s/ Max L. Fuller

 

  FULLER FAMILY ENTERPRISES, LLC
   
  By: /s/ Janice B. Fuller
  Name: Janice B. Fuller
  Title: Managing Member
     
  By: /s/ Max L. Fuller
  Name: Max L. Fuller
  Title: Managing Member
     
  FSBSPE 1, LLC
   
  By: /s/ Max L. Fuller
  Name: Max L. Fuller
  Title: Manager
     
  FSBSPE 2, LLC
     
  By: /s/ Max L. Fuller
  Name: Max L. Fuller
  Title: Manager

 

Signature Page to Second Amendment to Stockholders’ Agreement

 

 

 

 

  FSBSPE 3, LLC
     
  By: /s/ Max L. Fuller
  Name: Max L. Fuller
  Title: Manager
     
  WILLIAM E. FULLER
   
  By: /s/ William E. Fuller
     
  IRREVOCABLE TRUST FBO WILLIAM E. FULLER
     
  By: /s/ William E. Fuller
  Name: William E. Fuller
  Title: Trustee
   
  MAX FULLER FAMILY LIMITED PARTNERSHIP
   
  By: /s/ William E. Fuller
  Name: William E. Fuller
  Title: Managing General Partner
   
  IRREVOCABLE TRUST FBO STEPHEN C. FULLER
   
  By: /s/ Stephen C. Fuller
  Name: Stephen C. Fuller
  Title: Trustee
   
  IRREVOCABLE TRUST FBO CHRISTOPHER M. FULLER
   
  By: /s/ Christopher M. Fuller
  Name: Christopher M. Fuller
  Title: Trustee

 

Signature Page to Second Amendment to Stockholders’ Agreement