At-The-Market Equity Offering Sales Agreement



 Exhibit 10.22 
 OLD DOMINION FREIGHT LINE, INC. 
 Up To $100,000,000 

Aggregate Offering Price 
 of Common Stock 
 ($0.10 par value per share) 

AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT 
 February 2, 2011 
 STIFEL, NICOLAUS & COMPANY, INCORPORATED 

One South Street, 15th Floor 

Baltimore, Maryland 21202 
 Ladies and
Gentlemen: 
 Old Dominion Freight Line, Inc., a Virginia corporation (the “Company”), proposes, subject to the
terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus Weisel” or “Stifel Nicolaus”), as sales agent and/or principal
(“Agent”), up to that number of shares of the Company’s common stock, $0.10 par value per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Shares”) on
the terms set forth in Section 2 of this Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a
“Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. The Company and Stifel Nicolaus Weisel agree that any such Terms Agreement will be described
in a separate Prospectus Supplement (as defined in Section 1(a) of this Agreement) or pricing supplement. 

Section 1. Representations and Warranties. The Company represents and warrants to the Agent that as of the date of this
Agreement, any applicable Registration Statement Amendment Date (as defined in Section 3 below), each Company Periodic Report Date (as defined in Section 3 below), each Company Earnings Report date (as defined in Section 3 below),
each Applicable Time (as defined in Section 1(a) below) and each Settlement Date (as defined in Section 2 below): 

(a) Compliance with Registration Requirements. The Company has filed with the Securities and Exchange Commission (the
“Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-162709), in respect of the
Company’s Common Stock (including the Shares) (collectively, the “Securities”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on
filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no
notice of objection of the Commission to the use of such form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company (the base prospectus filed as part of such
registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; the various parts of such registration
statement, including all exhibits thereto and any prospectus supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of
the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the prospectus supplement specifically relating to the Shares prepared and filed with the Commission pursuant to Rule
424(b) under the 1933 Act is hereinafter called the “Prospectus Supplement”; the Basic Prospectus, as amended and supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus”; any reference
herein to the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act; any reference to any
amendment or supplement to the Basic Prospectus, the 







 
Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed
with the Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a)
or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to
the Shares is hereinafter called an “Issuer Free Writing Prospectus”). 
 No order preventing or suspending the
use of the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Basic Prospectus and the Prospectus Supplement, at the time of filing thereof, conformed in all
material respects to the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
 For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement; the Prospectus and the applicable
Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and, with respect to any Shares, together with the public offering price of such Shares, the “General Disclosure Package”)
as of each Applicable Time and each Settlement Date, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and each applicable Issuer Free Writing Prospectus will not conflict with the information contained in the Registration Statement, the Prospectus Supplement or the Prospectus and each such Issuer Free Writing Prospectus,
as supplemented by and taken together with the General Disclosure Package as of such Applicable Time, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. 
 (b) Incorporation of Documents by
Reference. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or were filed with the Commission, as the case may be, complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, (a) at the time the
Registration Statement became effective, (b) at the time the Prospectus was issued and (c) on the date of this Agreement, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. 
 (c) Independent Accountants. The accountants who certified
the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. 

(d) Financial Information. The financial statements included or incorporated by reference in the Registration Statement, the
General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) at the dates indicated
and the statement of operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting
principles in the United States (“GAAP”) applied on a consistent basis throughout the periods presented. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to
be stated therein. The selected financial data and the summary financial information incorporated by reference into the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent
with that of the audited financial statements included or incorporated by reference in the Registration Statement. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure
Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and 

  
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guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and
the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by
reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the
1933 Act, to the extent applicable. 
 (e) No Material Adverse Change in Business. Since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material
adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business (a “Material
Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries
considered as one enterprise, and (C) except for the fifty percent (50%) stock dividend in connection with the three-for-two stock split that occurred on August 23, 2010, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital stock. 
 (f) Good Standing of the Company. The Company
has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has corporate power and authority to own, lease and operate its properties and to conduct its business as
described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. 

(g) Good Standing of Subsidiaries. As set forth on Schedule 1 hereto, the Company has no subsidiaries (each a
“Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary, if ever any, has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has
corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and each Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse
Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company,
directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar
rights of any securityholder of such Subsidiary. The only Subsidiaries, direct and indirect, of the Company are the Subsidiaries listed on Schedule 1 hereto. 
 (h) Capitalization. The shares of issued and outstanding Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital
stock was issued in violation of the preemptive or other similar rights of any securityholder of the Company. The Company’s Common Stock has been registered pursuant to Section 12(b) of the 1934 Act and is listed on the Nasdaq Global
Select Market (“Nasdaq”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration or listing of the Common Stock from the Nasdaq, nor has the Company received any notification
that the Commission or the Nasdaq is contemplating terminating such registration or listing. 
 (i) Authorization of
Agreements. This Agreement and any Terms Agreement have been duly authorized by the Company. This Agreement has been, and any Terms Agreement will be, executed and delivered by the Company. 

(j) Authorization and Description of Securities. The Shares have been duly authorized and reserved for issuance and sale pursuant
to this Agreement and, when issued and delivered by the Company pursuant to this 

  
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Agreement or any Terms Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements
relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of
the Company. 
 (k) Absence of Defaults and Conflicts. (a) Neither the Company nor any of its Subsidiaries is in
violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other
agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements
and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and (b)(i) the execution, delivery and performance of this Agreement or of any Terms Agreement and the consummation of the transactions
contemplated herein or in any Terms Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of
Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with
or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements
and Instruments, (ii) nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary, (iii) nor will such action result in any violation of any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations; except, with respect to
each of clauses (b)(i)-(iii), for those or under those circumstances that would not reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any
note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary. 

(l) Absence of Labor Dispute. No labor dispute with or union organizing activity by the employees of the Company or any Subsidiary
exists or, to the knowledge of the Company, is imminent and that would reasonably be expected to have a Material Adverse Effect , and the Company is not aware of any existing or imminent labor disturbance or union organizing activity by the
employees of any of its or any Subsidiary’s principal suppliers, manufacturers, customers or contractors that would reasonably be expected to have a Material Adverse Effect. 

(m) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus
(other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which might materially and adversely affect the properties or assets thereof or adversely affect the consummation of the transactions
contemplated in this Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or
of which any of their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably be expected to result
in a Material Adverse Effect. 
 (n) Accuracy of Exhibits. There are no contracts or documents which are required to be
described in the Registration Statement or the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required. 

(o) Possession of Intellectual Property. The Company and its Subsidiaries own, possess, or has a valid license to adequate
patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other
intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, except to the extent that the failure to do so would not reasonably be


  
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expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted
rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries therein and that would
reasonably be expected to result in a Material Adverse Effect. 
 (p) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with
the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act
Regulations, state securities laws or the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”). 

(q) Absence of Manipulation. Neither the Company nor, to the Company’s knowledge, any affiliate (for purposes of this
Agreement, as such term is defined in Rule 405 of the 1933 Act) of the Company has taken, nor will the Company take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. 
 (r)
Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, the Company and its Subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess
such Governmental Licenses would not reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries are in material compliance with the terms and conditions of all such Governmental Licenses; all of the Governmental
Licenses are valid and in full force and effect, except where failure to be valid and in full force and effect would not reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any
notice of proceedings relating to the revocation or modification of any such Governmental Licenses, except where such revocation or modification would not reasonably be expected to have a Material Adverse Effect. 

(s) Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company
and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in
the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries, except where such
failure would not reasonably be expected to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its
Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the
Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or
sublease, except for such claims that would not reasonably be expected to have a Material Adverse Effect. 
 (t) Investment
Company Act. The Company is not required, and upon the issuance and sale of the Shares as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an
“investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). 
 (u) Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package or the Prospectus, (A) neither the Company nor any of its Subsidiaries is in violation
of any federal, state, local or foreign statute, law, rule, regulation, ordinance, or code, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without 

  
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limitation, laws and regulations relating to the release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, or
asbestos-containing materials (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,
“Environmental Laws”), that would reasonably be expected to have a Material Adverse Effect, (B) the Company and its Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws
and are each in compliance with their requirements, except for those that would not reasonably be expected to have a Material Adverse Effect, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its Subsidiaries that would reasonably be expected
to have a Material Adverse Effect, and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental
body or agency, against or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws that would reasonably be expected to have a Material Adverse Effect. 

(v) Registration Rights. There are no persons with registration rights or other similar rights to have any securities registered
pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act. 
 (w) Accounting Controls
and Disclosure Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general
or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance
with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as
described in the Registration Statement, the General Disclosure Package or the Prospectus or in a document incorporated by reference therein, since the end of the Company’s most recent audited fiscal year, there has been (1) no material
weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting. 
 The Company and its consolidated
Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as
appropriate, to allow timely decisions regarding disclosure. 
 (x) Well-Known Seasoned Issuer. (A)(i) At the time of
filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed
pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer
relating to the Shares in reliance on the exemption from Section 5(c) of the 1933 Act provided by Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act and (B) at
the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Shares, the Company was not an “ineligible
issuer” as defined in Rule 405 under the 1933 Act. 
 (y) No Commissions. Neither the Company nor any of its
Subsidiaries is a party to any contract, agreement or understanding with any person (other than as contemplated by this Agreement or any Terms Agreement) that would give rise to a valid claim against the Company or any of its Subsidiaries or the
Agent for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares. 

  
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 (z) Actively-Traded Security. The Common Stock is an “actively-traded
security” exempted from the requirements of Rule 101 of Regulation M under the 1934 Act by subsection (c)(1) of such rule. 

(aa) Deemed Representation. Any certificate signed by any officer of the Company delivered to the Agent or to counsel for the
Agent pursuant to or in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby as of the date or dates indicated in such certificate.

 (bb) Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the
Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley
Act”), including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications. 
 (cc) Payment of Taxes. All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise
assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided and except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect. The United States federal income tax returns of the Company through the fiscal year ended December 31, 2006 have been settled and no assessment in connection therewith has been made against the
Company. The Company and its Subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law and have paid all taxes due pursuant to such returns or pursuant to any
assessment received by the Company and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet assessments for additional income tax
for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect. 
 (dd) Insurance. The Company and its Subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts, covering such risks, and with
retentions as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect, except where failure to do so would not reasonably be expected to have a Material
Adverse Effect. The Company has no reason to believe that it or any Subsidiary will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as
may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither of the Company nor any Subsidiary has been denied any insurance coverage which it has sought or for
which it has applied. 
 (ee) Statistical and Market-Related Data. Any statistical and market-related data included in
the Registration Statement, the General Disclosure Package and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. 
 (ff) Foreign Corrupt Practices Act. Neither the Company nor, to the knowledge of the Company, any director officer, agent, employee, affiliate or other person acting on behalf of the Company or any
of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a material violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the
“FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to
ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 

  
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 (gg) Money Laundering Laws. The operations of the Company are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. 

(hh) OFAC. Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person
acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the
proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person whom the Company has knowledge is
currently subject to any U.S. sanctions administered by OFAC. 
 (ii) Compliance with ERISA. Each employee benefit plan,
within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of
a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”) would have any liability (each, a “Plan”)) has been maintained in compliance with its terms
and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, except for noncompliance that could not reasonably be expected to result in a Material Adverse Effect. With respect to
each Plan, (i) no “reportable event” (as defined in ERISA) has occurred or is reasonably expected to occur; (ii) no “prohibited transaction” (as defined in ERISA and the Code) (excluding transactions effected pursuant
to a statutory or administrative exemption); (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302
of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period); (iv) to the extent applicable, the fair market value of the assets of each Plan exceeds the present value of
all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) the Company and each of its Subsidiaries have not incurred and do not expect to incur liability under Section 412 or 4971 of the Code
or Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (vi) each
Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; except in the case of each of clauses
(i) – (vi), that could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 
 (jj) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Registration Statement
or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. 

Section 2. Sale and Delivery of Shares. 
 (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell exclusively through the Agent acting as sales agent or directly to the Agent acting as principal from time to
time, and the Agent agrees to use its commercially reasonable efforts to sell as sales agent for the Company, the Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal will be made
by means of ordinary brokers’ transactions on the Nasdaq, in privately negotiated transactions, or otherwise at market prices prevailing at the time of sale at prices related to prevailing market prices or at negotiated prices as agreed by
Stifel Nicolaus Weisel and us. Nothing contained herein shall be deemed to restrict the Company from undertaking a simultaneous offering of its securities, provided the Agent is given notice pursuant to Section 3(p). 

(b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on that trading day (other
than a day on which the Nasdaq is scheduled to close prior to its regular weekday closing time, each, a “Trading Day”) that the Company has satisfied its obligations under Section 6 of this Agreement and that the Company has
instructed the Agent to make such sales. For the avoidance of doubt, the 

  
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foregoing limitation shall not apply to sales solely to employees or security holders of the Company or its Subsidiaries, or to a trustee or other person acquiring such securities for the
accounts of such persons in which Stifel Nicolaus Weisel is acting for the Company in a capacity other than as Agent under this Agreement. On any Trading Day, the Company may instruct the Agent by telephone (confirmed promptly by telecopy or email,
which confirmation will be promptly acknowledged by the Agent) as to the maximum number of Shares to be sold by the Agent on such day (in any event not in excess of the number available for issuance under the Prospectus and the currently effective
Registration Statement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell as sales agent all of the Shares so designated by
the Company, and such sales will be made only by methods deemed to be an “at the market offering” as defined in Rule 415 of the 1933 Act Regulations. Stifel Nicolaus Weisel will conduct all trades hereunder in accordance with applicable
law, including Regulation M under the 1934 Act. The Company and the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or
obligation to the Company or any other person or entity if they do not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law
and regulations to sell such Shares as required by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis except as otherwise specifically agreed by each of the Agent and the Company pursuant to a
Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. 
 (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent as sales agent shall not be obligated to use its commercially reasonable efforts to sell, any
Shares (i) at a price lower than the minimum price therefor authorized from time to time, or (ii) in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the
Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. In addition, the Company may, upon notice to the Agent, suspend the offering of the Shares or the Agent may, upon notice to the Company,
suspend the offering of the Shares with respect to which the Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective
obligations with respect to the Shares sold hereunder prior to the giving of such notice. Any notice given pursuant to the preceding sentence may be given by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly
acknowledged). 
 (d) The gross sales price of any Shares sold pursuant to this Agreement by the Agent acting as sales agent of
the Company shall be the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by the Agent on the Nasdaq or otherwise, at prices relating to prevailing market prices or at negotiated prices. The compensation
payable to the Agent for sales of Shares with respect to which the Agent acts as sales agent shall be equal to two percent (2%) of the gross sales price of the Shares for amounts of Shares sold pursuant to this Agreement. The Company may sell
Shares to the Agent, acting as principal, at a price agreed upon with the Agent at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer fees or
similar taxes or fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify
the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. 
 (e) If acting
as a sales agent hereunder, the Agent shall provide written confirmation to the Company following the close of trading on the Nasdaq, each day in which Shares are sold under this Agreement setting forth the number of Shares sold on such day, the
aggregate gross sales proceeds of the Shares, the Net Proceeds to the Company and the compensation payable by the Company to such Agent with respect to such sales. 
 (f) Under no circumstances shall the aggregate offering price or number, as the case may be, of Shares sold pursuant to this Agreement and any Terms Agreement exceed the aggregate offering price or
number, as the case may be, of Shares of Common Stock (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and the then currently effective Registration Statement or
(iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. In addition, under no
circumstances shall any Shares with respect to which the Agent acts as sales agent be sold at a price lower than the 

  
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minimum price therefor authorized from time to time by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. 

(g) If either the Company or the Agent believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934
Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the
Shares, such party shall promptly notify the other parties and sales of Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. 

(h) Settlement for sales of Shares pursuant to this Section 2 will occur no later than the third business day that is also a Trading
Day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for
settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by book-entry delivery of Shares to the Agent’s account at The
Depository Trust Company against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any
Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be
entitled absent such default. 
 (i) Notwithstanding any other provision of this Agreement, the Company and the Agent agree that
no sales of Shares shall take place, and the Company shall not request the sale of any Shares that would be sold, and the Agent shall not be obligated to sell, during any period in which the Company is, or could be deemed to be, in possession of
material non-public information. 
 (j) At each Applicable Time, Settlement Date, Registration Amendment Date, Company Earnings
Report Date and each Company Periodic Report Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement. The Company shall cause any officer identified in Exhibit A hereto to respond via
electronic mail to a communication from the Agent in substantially the form set forth in Exhibit A hereto when, during the term of this Agreement, the Company shall have received such a communication. Any obligation of the Agent to use its
commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations
hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. 

Section 3. Covenants. The Company agrees with the Agent: 

(a) During any period when the delivery of a prospectus is required in connection with the offering or sale of Shares (whether physically
or through compliance with Rule 153 or 172, or in lieu thereof, a notice referred to in Rule 173(a) under the 1933 Act), (i) that the Company will not file any amendment or any supplement to the Registration Statement or the Prospectus prior to
any Settlement Date unless a copy thereof has been submitted to the Agent a reasonable period before the filing and the Agent has not objected thereto (provided, the failure to object shall not relieve the Company of liability or obligations
hereunder or affect the Agent’s rights to rely on the representations and warranties herein) and will advise the Agent, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or
becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Agent with copies thereof, (ii) to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule
433(d) under the 1933 Act, (iii) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act,
(iv) to advise the Agent, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or other prospectus in respect of the Shares, of any
notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, of the suspension of the qualification of the Shares for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the form of the Registration Statement or the


  
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Prospectus or for additional information, and (v) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Prospectus in respect of
the Shares or suspending any such qualification, to promptly use its commercially reasonable efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such reasonable steps as
may be necessary to permit offers and sales of the Shares by the Agent, which may include, without limitation, amending the Registration Statement or filing a new registration statement, at the Company’s expense (references herein to the
Registration Statement shall include any such amendment or new registration statement). 
 (b) Promptly from time to time to
take such action as the Agent may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Agent may request and to comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary to complete the sale of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction; and to promptly advise the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. 
 (c) During any period when the delivery of a prospectus is required (whether
physically or through compliance with Rules 153 or 172, or in lieu thereof, a notice referred to in Rule 173(a) under the 1933 Act) in connection with the offering or sale of Shares, the Company will make available to the Agent, as soon as
practicable after the execution of this Agreement, and thereafter from time to time furnish to the Agent, copies of the most recent Prospectus in such quantities and at such locations as the Agent may reasonably request for the purposes contemplated
by the 1933 Act. During any period when the delivery of a prospectus is required (whether physically or through compliance with Rules 153 or 172, or in lieu thereof, a notice referred to in Rule 173(a) under the 1933 Act) in connection with the
offering or sale of Shares, and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the 1933 Act or the 1934 Act, to notify the Agent and to file such document and to prepare and furnish without charge to
the Agent as many written and electronic copies as the Agent may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. 

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under the 1933 Act), an earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and
regulations of the Commission thereunder (including, at the option of the Company, Rule 158). 
 (e) To pay the required
Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act. 

(f) To use the Net Proceeds received by it from the sale of the Shares pursuant to this Agreement and any Terms Agreement in the manner
specified in the General Disclosure Package. 
 (g) In connection with the offering and sale of the Shares, the Company will
file with the Nasdaq all documents and notices, and make all certifications, required by the Nasdaq of companies that have securities that are listed on the Nasdaq and will maintain such listings. 

(h) To not take, directly or indirectly, and to cause its affiliates to refrain from taking, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, under the 1934 Act or otherwise, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Shares. 

  
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 (i) At each Applicable Time, each Settlement Date, each Registration Statement Amendment
Date (as defined below), each Company Earnings Report Date, each Company Periodic Report Date (as defined below) and each date on which Shares are delivered to the Agent pursuant to a Terms Agreement, the Company shall be deemed to have affirmed
each representation, warranty, covenant and other agreement contained in this Agreement or any Terms Agreement. In each Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed by the Company in respect of any quarter in which sales of
Shares were made by or through the Agent under this Agreement or any Terms Agreement (each date on which any such document is filed, and any date on which an amendment to any such document is filed, a “Company Periodic Report
Date”), the Company shall set forth with regard to such quarter the number of Shares sold through the Agent under this Agreement or any Terms Agreement, the Net Proceeds received by the Company with respect to sales of Shares pursuant to
this Agreement or any Terms Agreement, and any other information required by 1934 Act Regulations. 
 (j) Upon commencement of
the offering of Shares under this Agreement and each time the Shares are delivered to the Agent as principal on a Settlement Date, and promptly after each (i) date the Registration Statement or the Prospectus shall be amended or supplemented
(other than (1) by an amendment or supplement providing solely for the determination of the terms of the Shares, (2) in connection with the filing of a prospectus supplement that contains solely the information set forth in
Section 3(i), (3) in connection with the filing of any Current Reports on Form 8-K (other than any Current Reports on Form 8-K which contain financial statements, supporting schedules or other financial data, including any Current Report
on Form 8-K under Item 2.02 of such form that is considered “filed” under the 1934 Act) or (4) by a prospectus supplement relating to the offering of other securities (including, without limitation, other shares of Common Stock))
(each such date, a “Registration Statement Amendment Date”), (ii) date on which a current report on Form 8-K shall be furnished by the Company under Item 2.02 of such form in respect of a public disclosure or material
non-public information regarding the Company’s results of operations or financial condition for a completed quarterly or annual fiscal period (a “Company Earnings Report Date”) and (iii) Company Periodic Report Date, the
Company will furnish or cause to be furnished forthwith to the Agent a certificate, in substantially the form attached hereto as Exhibit B, dated the date of effectiveness of such amendment or the date of filing with the Commission of such
supplement or other document, as the case may be, to the effect that the statements which were last furnished to the Agent pursuant to this Agreement or a previously executed certificate as contemplated by Exhibit B attached hereto are true and
correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the General Disclosure Package and the
Prospectus as amended and supplemented to such time). As used in this paragraph, to the extent there shall be an Applicable Time on or following the date referred to in clause (i), (ii) or (iii) above, promptly shall be deemed to be on or
prior to the next succeeding Applicable Time. 
 (k) Upon commencement of the offering of Shares under this Agreement and each
time the Shares are delivered to the Agent as principal on a Settlement Date, and promptly after each (i) Registration Statement Amendment Date, (ii) Company Earnings Report Date and (iii) Company Periodic Report Date, the Company
will furnish or cause to be furnished to the Agent and to counsel to the Agent the written opinion and letter of each Company Counsel (as defined in Section 6(c) below) or other counsel reasonably satisfactory to the Agent, dated the date of
effectiveness of such amendment or the date of filing with the Commission of such supplement or other document, as the case may be, in a form and substance reasonably satisfactory to the Agent and its counsel, of the same tenor as the opinions and
letters referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented, or to the document incorporated by
reference into the Prospectus, to the time of delivery of such opinion and letter or, in lieu of such opinion and letter, counsel last furnishing such letter to the Agent shall furnish such Agent with a letter substantially to the effect that the
Agent may rely on such last opinion and letter to the same extent as though each were dated the date of such letter authorizing reliance (except that statements in such last letter shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). As used in this paragraph, to the extent there shall be an Applicable Time on or following the date referred to in clause (i), (ii) or
(iii) above, promptly shall be deemed to be on or prior to the next succeeding Applicable Time. 
 (l) Upon commencement of
the offering of Shares under this Agreement and each time the Shares are delivered to the Agent as principal on a Settlement Date, and promptly after each (i) Registration Statement Amendment Date, (ii) Company Earnings Report Date and
(iii) Company Periodic Report Date, the Company will 

  
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cause Ernst & Young LLP, or other independent accountants reasonably satisfactory to the Agent, to furnish to the Agent a letter, dated the date of effectiveness of such amendment or the
date of filing of such supplement or other document with the Commission, as the case may be, in form reasonably satisfactory to the Agent and its counsel, of the same tenor as the letter referred to in Section 6(d) hereof, but modified as
necessary to relate to the Registration Statement, the General Disclosure Package and the Prospectus, as amended and supplemented, or to the document incorporated by reference into the Prospectus, to the date of such letter. As used in this
paragraph, to the extent there shall be an Applicable Time on or following the date referred to in clause (i), (ii) or (iii) above, promptly shall be deemed to be on or prior to the next succeeding Applicable Time. 

(m) The Company consents to Stifel Nicolaus trading in the Company’s Common Stock where in accordance with applicable law, including
Regulation M under the 1934 Act, for Stifel Nicolaus’ own account and for the account of its clients at the same time as sales of Shares occur pursuant to this Agreement or any Terms Agreement. 

(n) If, to the knowledge of the Company, all filings required by Rule 424 in connection with this offering shall not have been made or
the representations in Section 1(a) shall not be true and correct on the applicable Settlement Date, the Company will offer to any person who has agreed to purchase Shares from the Company as the result of an offer to purchase solicited by the
Agent the right to refuse to purchase and pay for such Shares. 
 (o) The Company will cooperate timely with any reasonable due
diligence review conducted by the Agent or its counsel from time to time in connection with the transactions contemplated hereby or in any Terms Agreement, including, without limitation, and upon reasonable notice providing information and making
available documents and appropriate corporate officers, during regular business hours at the Company’s principal offices or electronically or telephonically, as the Agent may reasonably request. 

(p) The Company will not, without (i) giving the Agent at least five business days’ prior written notice specifying the nature
of the proposed transaction and the date of such proposed transaction and (ii) the Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Agent in light of the proposed
transaction, (A)(1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the 1933 Act with respect to any of
the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (2) enter into any swap or other agreement or any
transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether
any such swap or 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 (B) directly or indirectly repurchase, offer to repurchase, announce its
intention to repurchase, or otherwise enter into any transaction with the economic effect of repurchasing any shares of its Common Stock. The foregoing sentence shall not apply to (y) the Shares to be offered and sold through the Agent pursuant
to this Agreement or any Terms Agreement and (z) equity incentive awards approved by the board of directors of the Company or the compensation committee thereof or the issuance of Common Stock upon exercise thereof. 

Section 4. Free Writing Prospectus. 
 (a) (i) The Company represents and agrees that without the prior consent of the Agent, it has not made and will not make any offer relating to the Shares that would constitute a “free writing
prospectus” as defined in Rule 405 under the 1933 Act; and 
 (ii) the Agent represents and agrees
that, without the prior consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission. 

  
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 (b) The Company has complied and will comply with the requirements of Rule 433 under the
1933 Act applicable to any Issuer Free Writing Prospectus (including any free writing prospectus identified in Section 4(a) hereof), including timely filing with the Commission or retention where required and legending. 

Section 5. Payment of Expenses. 
 (a) The Company covenants and agrees with the Agent that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants
in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing
Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreement, any Blue Sky and Legal Investment
Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for
offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal
Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in
connection with listing the Shares on the Nasdaq; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; and (viii) all other costs and expenses
incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 7 hereof, the Agent will pay all of its
own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make. 

(b) If Shares having an aggregate offering price of at least $15,000,000 have not been offered and sold under this Agreement by
February 1, 2012 (or such earlier date on which the Company terminates this Agreement) (the “Offering Threshold”), the Company shall reimburse the Agent up to $145,000 for its reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of a single counsel for the Agent incurred by the Agent in connection with the offering contemplated by this Agreement. 
 Section 6. Conditions of Agent’s Obligation. The obligations of the Agent hereunder shall be subject, in its discretion, to the condition that all representations and warranties of the
Company herein and statements of the Company and its officers made in any certificates delivered pursuant to this Agreement and in any confirmations delivered under Section 2(j) of this Agreement are true and correct as of the time of the
execution of this Agreement, the date of any executed Terms Agreement and as of each Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date, Applicable Time and Settlement Date, to the condition that the
Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: 
 (a) The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act on or prior to the date hereof and in accordance with Section 3(a) hereof, any other
material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the form of the
Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have
been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Agent. 

(b) On every date specified in Section 3(k) hereof and on such other dates as reasonably requested by the Agent, Scudder Law Firm,
P.C., L.L.O., counsel for the Agent, shall have furnished to the Agent such written opinion or opinions, dated as of such date, with respect to such matters as the Agent may reasonably request, and


  
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such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. 

(c) On every date specified in Section 3(k) hereof and on such other dates as reasonably requested by the Agent, Womble Carlyle
Sandridge & Rice, PLLC, counsel for the Company, and Joel B. McCarty, Jr., General Counsel for the Company, or his successor (together with Womble Carlyle Sandridge & Rice, PLLC, the “Company Counsel”), shall have
furnished to the Agent such written opinion or opinions, dated as of such date, in form and substance reasonably satisfactory to the Agent. 
 (d) At the dates specified in Section 3(l) hereof and on such other dates as reasonably requested by the Agent, the independent accountants of the Company who have certified the financial statements
of the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus shall have furnished to the Agent a letter dated as of the date of delivery thereof and
addressed to the Agent in form and substance reasonably satisfactory to the Agent and its counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to
the financial statements of the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. 

(e) On each date specified in Section 3(j) and on such other dates as reasonably requested by the Agent, the Agent shall have
received a certificate of the Company executed by an officer of the Company, who shall be either the Chief Executive Officer, Chief Financial Officer or Principal Accounting Officer, dated as of the date thereof and in substantially the form
attached as Exhibit B hereto, to the effect that (A) there has been no Material Adverse Effect since the date as of which information is given in the General Disclosure Package and the Prospectus as then amended or supplemented, (B) the
representations and warranties in Section 1 hereof are true and correct as of such date, (C) the Company has complied with all of the agreements entered into in connection with the transactions contemplated herein and satisfied all
conditions on its part to be performed or satisfied, and (D) the other matters set forth therein. 
 (f) Since the date of
the latest audited financial statements then included or incorporated by reference in the General Disclosure Package and the Prospectus, no Material Adverse Effect shall have occurred. 

(g) The Company shall have complied with the provisions of Section 3(c) hereof with respect to the timely furnishing of
prospectuses. 
 (h) On such dates as reasonably requested by the Agent, the Company shall have conducted due diligence
sessions, in form and substance satisfactory to the Agent. 
 (i) All filings with the Commission required by Rule 424 under the
1933 Act to have been filed by each Applicable Time or related Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424 (without reliance on Rule 424(b)(8)). 

(j) The Shares shall have received approval, if required, for listing on the Nasdaq prior to the first Settlement Date. 

(k) Prior to any Settlement Date, the Company shall have furnished to the Agent such further information, documents or certificates as
the Agent may reasonably request. 
 Section 7. Indemnification. 

(a) The Company will indemnify and hold harmless the Agent against any losses, claims, damages or liabilities, joint or several, to which
the Agent may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed
pursuant to Rule 433(d) under the 1933 Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated 

  
 15 









 
therein or necessary to make the statements therein not misleading, and will reimburse the Agent for any legal or other expenses reasonably incurred by the Agent in connection with investigating
or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in the “Plan of Distribution” of the Prospectus Supplement or with respect to any other information furnished to the Company by Stifel Nicolaus Weisel in writing
and expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus (or any amendment or supplement thereto) or in any Issuer Free Writing Prospectus (or any amendment or supplement thereto) and
where used in strict conformity with such written instructions. 
 (b) The Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the “Plan of Distribution” of the Prospectus Supplement or with respect to any other information furnished to the Company by Stifel Nicolaus Weisel in writing and
expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus (or any amendment or supplement thereto) or in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), and where
used in strict conformity with such written instructions; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are
incurred. 
 (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection except and then only to the extent such indemnifying party is materially prejudiced thereby. In
case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 7 for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. 
 (d) If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other from the offering of the Shares to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total commissions received by the Agent. The relative fault shall be 

  
 16 









 
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agent agree
that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Agent shall not be required to contribute any amount in
excess of the amount by which the total compensation received by the Agent with respect to sales of the Shares sold by it to the public exceeds the amount of any damages which the Agent has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. 
 (e) The obligations of the Company under this Section 7 shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to the directors, officers, employees, attorneys and agents of the Agent and to each person, if any, who controls the Agent within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, excluding any shareholders or owners solely in their capacity as such, and each broker dealer affiliate of the Agent; and the obligations of the Agent under this Section 7
shall be in addition to any liability which the Agent may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, employee, attorney and agent of the Company and to each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, excluding any shareholders or owners solely in their capacity as such. 
 Section 8. Representations, Warranties and Agreements to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company and the
Agent, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf
of the Agent or any controlling person of the Agent, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares. 

Section 9. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the Agent is acting
solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of such offering) and (ii) the Agent has not
assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Company on other
matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iii) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that
it will not claim that the Agent has rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 

Section 10. Term and Termination. 
 (a) Unless earlier terminated pursuant to this Section 10, this Agreement shall automatically terminate upon the earliest to occur of (i) the sale of the all of the Shares on the terms and
conditions set forth in this Agreement, (ii) February 2, 2012, or (iii) termination of the Agreement pursuant to Section 10(b), (c) or (d) below. 
 (b) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of
any party to any other party, except that (i) with respect to any pending sale through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect
notwithstanding such termination; and (ii) the provisions of Section 1, Section 5(b), Section 7, Section 8, and, to the 

  
 17 









 
extent applicable, Section 10(d) of this Agreement shall remain in full force and effect notwithstanding such termination. 

(c) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion
at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 1, Section 7 and Section 8 of this Agreement shall remain in full force and effect notwithstanding such
termination. For the avoidance of doubt, in the event that the Agent terminates this Agreement pursuant to this Section 10(c) other than as a result of a breach by the Company of any of its representations, warranties, covenants, or agreements
in this Agreement or a breach of any statements made in any certificate or confirmation delivered in connection with this Agreement (collectively, a “Company Breach”), the Company shall not be obligated to reimburse any expenses of the
Agent as contemplated by Section 5(b). 
 (d) This Agreement shall remain in full force and effect until and unless
terminated pursuant to Section 10(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (d) shall in all cases be deemed to
provide that Section 1, Section 5(b), Section 7, Section 8, and, to the extent applicable, Section 10(d) of this Agreement shall remain in full force and effect. In the event there is a Company Breach (and regardless of
whether there is a termination by the Company or the Agent), the Company shall be obligated to reimburse any expenses of the Agent up to the amount set forth in Section 5(b) in the event the Offering Threshold set forth in Section 5(b) is
not satisfied. 
 (e) Any termination of this Agreement shall be effective on the date specified in such notice of termination;
provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale
of Shares, such sale shall settle in accordance with the provisions of Section 2(h) hereof. 
 (f) In the case of any
purchase by the Agent pursuant to a Terms Agreement, the Agent may terminate this Agreement, at any time at or prior to the Settlement Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of
which information is given in the General Disclosure Package or the Prospectus, any Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial
markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of
which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of Shares, or (iii) if trading in any securities of the Company has been suspended or materially
limited by the Commission or the Nasdaq, or if trading generally on the NYSE or Nasdaq has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of
said exchanges or by order of the Commission, FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a
banking moratorium has been declared by either Federal or New York authorities. 
 Section 11. Notices. All
statements, requests, notices and agreements hereunder shall be in writing, and if to Stifel Nicolaus shall be delivered or sent by mail, telex or facsimile transmission to: 
 Stifel, Nicolaus & Company, Incorporated 
 One South
Street, 15th Floor 

Baltimore, Maryland 21202 
 Fax No. (443) 224-1273 
 Attention: Syndicate Department 

and if to the Company to: 
 Old Dominion Freight Line, Inc. 
 500 Old Dominion Way 

Thomasville, North Carolina 27360 
 Attention: Joel B. McCarty, Jr. and J. Wes Frye 

  
 18 









 Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

 Section 12. Parties. This Agreement shall be binding upon, and inure solely to the benefit of, the Agent and the
Company and, to the extent provided in Sections 7 and 8 hereof, the officers, directors, employees, attorneys and agents of the Company and the Agent and each person who controls the Company or the Agent, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of Shares through the Agent shall be deemed a successor or assign by reason merely of such purchase.

 Section 13. Time of the Essence. Time shall be of the essence of this Agreement. As used herein, the term
“business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business. 

Section 14. Waiver of Jury Trial. The Company and the Agent hereby irrevocably waive, to the fullest extent permitted by
applicable law, any and all right to jury trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 
 Section 15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAW.

 Section 16. Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it
obtains the prior consent of Stifel Nicolaus Weisel, which shall not be unreasonably withheld, conditioned or delayed, and Stifel Nicolaus Weisel represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not
made and will not make any offer relating to the Shares that would constitute a “free writing prospectus,” as that term is defined in Rule 405 under the 1933 Act, including any Issuer Free Writing Prospectus. 

Section 17. Counterparts. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and
thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. This Agreement and any Terms Agreement may be delivered by any party
by facsimile or other electronic transmission. 
 Section 18. Severability. The invalidity or unenforceability of
any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be
invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 

  
 19 









 If the foregoing 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 Agent and the Company in accordance with its terms. 

 

					
	Very truly yours,
	
	OLD DOMINION FREIGHT LINE, INC.
		
	By:	 	 /s/ J. Wes Frye

		 	Name:	 	J. Wes Frye
		 	Title:	 	Senior Vice President – Finance,
		 		 	Chief Financial Officer, Treasurer,
		 		 	and Assistant Secretary


 Accepted as of the date
hereof: 
  

					
	STIFEL, NICOLAUS & COMPANY, INCORPORATED
		
	By:	 	 /s/ John J. Hardig

		 	Name:	 	John J. Hardig
		 	Title:	 	Managing Director


  
 20 









 Schedule 1 
 Subsidiaries 
 None. 







 Annex 1 
 Old Dominion Freight Line, Inc. 
 Common Stock 

($0.10 par value per share) 
 TERMS AGREEMENT 
 STIFEL, NICOLAUS & COMPANY, INCORPORATED 

One South Street, 15th Floor 

Baltimore, MD 21202 
 Ladies and Gentlemen:

 Old Dominion Freight Line, Inc., a Virginia corporation (the “Company”), proposes, subject to the terms and
conditions stated herein and in the At-the-Market Equity Offering Sales Agreement, dated February 2, 2011 (the “Sales Agreement”), between the Company and Stifel, Nicolaus & Company, Incorporated (the
“Agent”), to issue and sell to the Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Capitalized terms used herein and not defined have the respective meanings ascribed thereto in
the Sales Agreement. 
 Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent,
as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of
the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Applicable Time, except that each representation and warranty in Section 1 of the Sales Agreement which
makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Sales Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms
Agreement and the Settlement Date in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. 
 An amendment to the Registration Statement (as defined in the Sales Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore
delivered to the Agent is now proposed to be filed with the Securities and Exchange Commission. 
 Subject to the terms and
conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of shares of the Purchased Securities
at the time and place and at the purchase price set forth in the Schedule hereto. 
 If the foregoing 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 Agent and the Company in accordance with its terms.

 THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	OLD DOMINION FREIGHT LINE, INC.
		
	By:	 	  

		 	Name:
		 	Title:


 Accepted as of the date hereof: 

 

			
	STIFEL, NICOLAUS & COMPANY, INCORPORATED
		
	By:	 	  

	Name:	 	
	Title:	 	








 Exhibit A 
 Form of Electronic Communication Specified in Section 2(j) 
 Please confirm that the
Prospectus (including the documents incorporated by reference therein), as of the date of this e-mail, does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. Please confirm that as of the date of this e-mail the Company does not possess any material non-public information. 

Officers Initially Designated by the Company for Purposes of Section 2(j) 

David W. Congdon 
 J. Wes Frye 

Joel B. McCarty, Jr. 

  
 23 









 Exhibit B 
 Form of Certificate Specified in Section 6(e) 
 The undersigned, a
duly appointed and authorized officer of the Company, having made reasonable inquiries to establish the accuracy of the statements below and having been authorized by the Company to execute this certificate on behalf of the Company, hereby certifies
as follows as of the date of delivery of this certificate to Stifel Nicolaus Weisel: 
 1. There has been no Material Adverse
Effect since the date as of which information is given in the General Disclosure Package and the Prospectus as amended or supplemented. 
 2. Each of the representations and warranties of the Company contained in Section 1 of the Agreement are true and correct as of the date of this Certificate. 

3. The Company has complied with all of the agreements contemplated in the Agreement and satisfied in all respects all conditions on its
part to be performed or satisfied. 
 4. The Prospectus (including the documents incorporated by reference therein) does not
contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

5. The Company does not possess any material non-public information. 

6. The aggregate offering price of the Shares that may be issued and sold pursuant to this Agreement and the maximum number of Shares
that may be sold pursuant to this Agreement have been duly authorized by the Company’s board of directors or a duly authorized committee thereof. 
 All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. 

 

			
	OLD DOMINION FREIGHT LINE, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



 Date:                       

Officers Initially Designated by the Company to Execute this Certificate 
 David W. Congdon 
 J. Wes Frye 
 Joel B. McCarty, Jr.