Exhibit 10.26

 

VOTING AGREEMENT

 

THIS AGREEMENT dated as of                      , 2018, by and among the undersigned, the owners or holders of the shares of Class B Common Stock (the “Subject Shares”) issued by U.S. Xpress Enterprises, Inc., (“US Xpress” or the “Company”) as set forth on Exhibit A, attached hereto. The undersigned Lisa Quinn Pate is sometimes referred to herein as “Lisa Pate”; William Eric Fuller is sometimes referred to herein as “Eric Fuller”; and Max L. Fuller is sometimes referred to herein as “Max Fuller”. The Irrevocable Trust F/B/O Lisa Pate is sometimes referred to herein as “Trust F/B/O Lisa Pate.” Quinn Family Partners is a Family Limited Partnership, of which Lisa Pate is the managing general partner. The Irrevocable Trust F/B/O William Fuller is sometimes referred to herein as “Trust F/B/O William Fuller.” Fuller Family Enterprises, LLC is a Limited Liability Company, of which Max Fuller and Janice Fuller are the members. Janice Fuller, the wife of Max Fuller, joins in this agreement individually, and in her capacity together with Max Fuller as a member of Fuller Family Enterprises.  The Max Fuller Family Limited Partnership is a Family Limited Partnership, of which Eric Fuller is the managing general partner. The undersigned trusts and entities, generally, and Lisa Pate, Eric Fuller and Max Fuller, generally, are each sometimes referred to herein as “Shareholder” and collectively as “Shareholders”). For purposes of this Agreement, Exhibit A, attached hereto, lists all Subject Shares that Lisa Quinn Pate, William Eric Fuller, Max Fuller and Janice Fuller are entitled to vote, including, but not limited to, those Subject Shares held by the Trust F/B/O Lisa Pate, the Trust F/B/O William Fuller, the Max Fuller Revocable Trust, Quinn Family Partners, Fuller Family Enterprises, LLC, and the Max Fuller Family Limited Partnership.

 

WHEREAS, the Shareholders believe it to be in the best interests of themselves and the Company that their Subject Shares be voted in accordance with the provisions of this Agreement for a period of fifteen (15) years from the date hereof or the earlier termination of this Agreement in accordance with its terms in order to provide that the Subject Shares shall be voted by Lisa Pate, Eric Fuller and Max Fuller, or their successors designated in this Agreement, and in order that such Subject Shares shall be voted by persons having prudent and extensive experience in the management of the Company; and

 

WHEREAS, the Shareholders by entering into this Agreement, wish to provide an order of succession pursuant to which on the death or incapacity of any of Lisa Pate, Eric Fuller, Max Fuller, or Janice Fuller their right to vote the Subject Shares held by or for them shall pass to their successors named herein, in the order and on the terms and conditions as set forth herein; and

 

WHEREAS, the Shareholders’ successors, as set forth herein, for such term as is provided, shall be the agent and attorney-in-fact of the Shareholders possessing the irrevocable powers and voting rights in accordance with the irrevocable proxies to be granted as set forth herein.

 

NOW THEREFORE, wishing to bind themselves, their heirs, successors and assigns, the undersigned Shareholders agree as follows:

 

1.             During the term of this Agreement, and until their death or incapacity (as defined herein), each of Lisa Pate, Eric Fuller and Max Fuller shall vote all of the Subject Shares now or hereafter held by them, or now or hereafter held for them (whether in trust, or in any other form

 











 

or by any other entity, or whether alone or in combination with others) without limitation, subject only to the designation of successors and the right of such successors to vote such shares as provided in Section 2 hereof. During the term of this Agreement, and until her death or incapacity, any of the Subject Shares now or hereafter held by Janice Fuller, or now or hereafter held for her (whether in trust, or in any other form or by any other entity, or whether alone or in combination with others) shall be voted by Max Fuller, subject only to the designation of successors and the right of such successors to vote such shares as provided in Section 2 hereof. For the avoidance of doubt, during the term of this Agreement, in the case of the death or incapacity of Max Fuller before the death or incapacity of Janice Fuller, the right to vote Janice Fuller’s Subject Shares shall pass to the successors named in Section 2(c) hereof, in the order set forth therein.  For purposes of this Agreement, the “incapacity” of an individual shall mean a condition of mental or physical disability that materially interferes with such individual’s ordinary, rational decision making, and as certified by a qualified medical professional.

 

2.             During the term of this Agreement and upon the death or incapacity of any of Lisa Pate, Eric Fuller, Max Fuller or Janice Fuller the right to vote their Subject Shares shall pass to the successors named below, in the order set forth, as follows:

 

a.                                      Successors to Lisa Pate upon her death or incapacity:

 

1.                                      Eric Fuller, if qualified, and for so long as he remains qualified;

 

2.                                      Max Fuller, if qualified and for so long as he remains qualified, if Eric Fuller is not qualified;

 

3.                                      If neither Eric Fuller nor Max Fuller is qualified, then there is no successor.

 

b.                                      Successors to Eric Fuller upon his death or incapacity:

 

1.                                      Max Fuller, if qualified, and for so long as he remains qualified;

 

2.                                      Lisa Pate, if qualified, and for so long as she remains qualified, if Max Fuller is not qualified;

 

3.                                      If neither Max Fuller nor Lisa Pate is qualified, then there is no successor.

 

c.                                       Successors to Max Fuller upon his death or incapacity:

 

1.                                      Eric Fuller, if qualified, and for so long as he remains qualified;

 

2.                                      Lisa Pate, if qualified and for so long as she remains qualified, if Eric Fuller is not qualified;

 

3.                                      If neither Eric Fuller nor Lisa Pate is qualified, then there is no successor.

 

d.                                      Successors to Janice Fuller upon her death or incapacity:

 

1.                                      Max Fuller, if qualified, and for so long as he remains qualified;

 











 

2.                                      Eric Fuller, if qualified, and for so long as he remains qualified, if Max Fuller is not qualified;

 

3.                                      Lisa Pate, if qualified and for so long as she remains qualified, if Max Fuller and Eric Fuller are not qualified;

 

4.                                      If none of Max Fuller, Eric Fuller or Lisa Pate is qualified, then there is no successor;

 

Provided, however, to be qualified to serve as a successor for purposes of this Agreement, the potential successor must both:

 

1.                                      be active in the management of the Company or serving on the Board of Directors thereof, at the time of and during the period of service as successor; and

 

2.                                      own (or hold) outright Subject Shares or be the beneficiary of a trust or other entity that holds Subject Shares on behalf of such potential successor at the time of and during the period of service as successor.

 

3.             The right of the successor to vote such Subject Shares shall include, but not be limited to, the right to vote at all annual, special or other meetings of the Company’s shareholders (or for purposes of any action by written consent in lieu of any such meeting or for purposes of taking any corporate action required or permitted to be taken by vote of the Company’s shareholders) and at any other time or times that such shares are required to be, or may be voted.

 

4.             Upon the execution of this Agreement, each of the Shareholders shall execute and deliver the irrevocable proxies in the form attached hereto as collective Annex A, which shall be effective upon the circumstances outlined in Section 2 hereof.

 

5.             From time to time, and as requested by such successors, the Shareholders and their heirs, executors, administrators, trustees, or guardians, agree to take any such further action as is reasonably necessary or desirable to cause all Subject Shares held by them to be subject to the provisions of this Agreement. In particular, and not in limitation of the foregoing provision, in the event of the death or incapacity of any Shareholder, their permitted transferees, personal representatives, successors, assigns, heirs, and grantees (and any subsequent transferees of those persons) shall become parties to this Agreement and shall execute and deliver irrevocable proxies in the form of proxy attached hereto as Annex A.

 

6.             Nothing in this Agreement shall limit or otherwise restrict the right of any Shareholder or their successors and assignees to sell, convert, transfer or dispose of the Subject Shares owned by them or held for their benefit.  Any Shareholder may, in the absolute discretion of such Shareholder, sell, convert, transfer, or dispose from time to time any or all of their shares subject to this Agreement. If such transfer is not otherwise permitted by the Company’s Charter, then such shares of Class B Common Stock shall be converted to shares of common stock prior to such transfer. Any transfer otherwise permitted by the Company’s Charter to a permitted transferee of such party of Class B Common Stock may be made without converting such shares to common

 











 

stock provided that such transferred shares shall remain subject to this Agreement for the term hereof.

 

7.             This Agreement shall continue in effect until 15 years from the date of this Agreement; provided, however that this Agreement shall terminate (i) at such time as no Shareholder holds Subject Shares, (ii) at such time as no individual named as a successor in Section 2 of this Agreement is qualified to be a successor; and provided further, that this Agreement may be terminated at any time by a written agreement signed by all Shareholders then a party to the Agreement.

 

8.             This Agreement may not be modified or amended except by a written agreement signed by or on behalf of each Shareholder then a party to the Agreement.

 

9.             Each Shareholder agrees to perform any act and to execute and deliver any documents or instruments which may be reasonably necessary or desirable to fully implement the provisions of this Agreement.

 

10.          This Agreement supersedes, terminates and cancels all other oral or written agreements entered into prior to the date of this Agreement between any of the parties with respect to the matters covered herein.

 

11.          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument

 

12.          The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. If any provision of this Agreement is determined by a court of competent jurisdiction to be in conflict with applicable law, then such provision will not be wholly invalid but will be enforced to the maximum extent permitted by law.

 

13.          The omission by any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of such provision, and the waiver by any party of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of such provision.

 

14.          This Agreement shall be binding upon and enforceable by the permitted transferees, personal representatives, successors, assigns, heirs, grantees and pledgees of the parties and of any subsequent transferees of those persons.

 

15.          This Agreement has been entered into and shall be governed, construed and interpreted pursuant to and in accordance with the laws of the State of Nevada.

 











 

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective the day and year first above written.

 

 

	
SHAREHOLDERS:
    	
 
    
	
 
    	
 
    
	
LISA QUINN   PATE
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
TRUST F/B/O   LISA PATE
    	
 
    
	
LISA QUINN PATE,   TRUSTEE
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
As Trustee of   the Trust F/B/O Lisa Pate
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
QUINN FAMILY   PARTNERS,
    	
 
    
	
LISA QUINN   PATE, MANAGING GENERAL PARTNER
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
As managing   general partner of Quinn Family Partners
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
WILLIAM ERIC   FULLER
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
IRREVOCABLE   TRUST F/B/O WILLIAM FULLER
    	
 
    
	
WILLIAM ERIC   FULLER, TRUSTEE
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
As Trustee of   the Trust F/B/O William Fuller
    	
 
    


 











 

	
MAX FULLER   FAMILY LIMITED PARTNERSHIP
    	
 
    
	
WILLIAM ERIC   FULLER, MANAGING GENERAL PARTNER
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
William Eric   Fuller, in his capacity as managing general partner
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
MAX FULLER
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
FULLER FAMILY   ENTERPRISES, LLC
    	
 
    
	
MAX FULLER,   MEMBER
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Max Fuller,   in his capacity as a member
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
FULLER FAMILY   ENTERPRISES, LLC
    	
 
    
	
JANICE   FULLER, MEMBER
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Janice   Fuller, in her capacity as a member
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
JANICE FULLER
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    


 











 

ANNEX A

 

FORM OF IRREVOCABLE PROXY

 

In consideration of the receipt of One Dollar ($1.00), cash in hand paid, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned shareholders nominate and appoint LISA QUINN PATE as their true and lawful attorney, with full power of substitution for and in their name, to vote all of the shares of Class B Common Stock of US Xpress Enterprises, Inc., a Nevada corporation, of which the undersigned shareholders are or hereafter may be the owner, at any and all annual, special or other meetings of the shareholders of US Xpress Enterprises, Inc. and for any and all purposes, so long as this irrevocable proxy remains in full force and effect; the attorney is to have all of the powers which the undersigned parties would possess if present personally at any meetings; provided that this nomination and appointment shall only be effective upon and for so long as required by the terms of the Voting Agreement dated as of                      , 2018, to which the undersigned are parties, and it shall continue in effect until such date as the Voting Agreement shall terminate.

 

Dated this   th day of     , 20  .

 

	
SHAREHOLDERS
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
Max L. Fuller 2008 Irrevocable Trust F/B/O   William E. Fuller
    	
 
    
	
(Trust F/B/O William Fuller)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Fuller Family Enterprises, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Max Fuller Family Limited Partnership
    	
 
    
	
 
    	
 
    


 











 

FORM OF IRREVOCABLE PROXY

 

In consideration of the receipt of One Dollar ($1.00), cash in hand paid, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned shareholders nominate and appoint WILLIAM ERIC FULLER as their true and lawful attorney, with full power of substitution for and in their name, to vote all of the shares of Class B Common Stock of US Xpress Enterprises, Inc., a Nevada corporation of which the undersigned shareholders are or hereafter may be the owner, at any and all annual, special or other meetings of the shareholders of US Xpress Enterprises, Inc. and for any and all purposes, so long as this irrevocable proxy remains in full force and effect; the attorney is to have all of the powers which the undersigned parties would possess if present personally at any meetings; provided that this nomination and appointment shall only be effective upon and for so long as required by the terms of the Voting Agreement dated                       , 2018, to which the undersigned are parties, and it shall continue in effect until such date as the Voting Agreement shall terminate.

 

Dated this   th day of     , 20  .

 

	
SHAREHOLDERS
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
Fuller Family Enterprises, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
Trust dtd 8/13/12 f/b/o Lisa M. Pate (Trust   F/B/O Lisa Pate)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Quinn Family Partners
    	
 
    
	
 
    	
 
    


 











 

FORM OF IRREVOCABLE PROXY

 

In consideration of the receipt of One Dollar ($1.00), cash in hand paid, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned shareholders nominate and appoint MAX L. FULLER as their true and lawful attorney, with full power of substitution for and in their name, to vote all of the shares of Class B Common Stock of US Xpress Enterprises, Inc., a Nevada corporation of which the undersigned shareholders are or hereafter may be the owner, at any and all annual, special or other meetings of the shareholders of US Xpress Enterprises, Inc. and for any and all purposes, so long as this irrevocable proxy remains in full force and effect; the attorney is to have all of the powers which the undersigned parties would possess if present personally at any meetings; provided that this nomination and appointment shall only be effective upon and for so long as required by the terms of the Voting Agreement dated               , 2018, to which the undersigned are parties, and it shall continue in effect until such date as the Voting Agreement shall terminate.

 

Dated this   th day of     , 20  .

 

	
SHAREHOLDERS
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
Max L. Fuller 2008 Irrevocable Trust F/B/O   William E. Fuller
    	
 
    
	
(Trust F/B/O William Fuller)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
Trust dtd 8/13/12 f/b/o Lisa M. Pate (Trust   F/B/O Lisa Pate)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Quinn Family Partners
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Fuller Family Enterprises, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(Individually)
    	
 
    
	
 
    	
 
    
	
Max Fuller Family Limited Partnership
    	
 
    
	
 
    	
 
    


 











 

EXHIBIT A

 

SHAREHOLDERS AND SHAREHOLDINGS

 

                                          , 2018

 

	
SHAREHOLDERS
    	
 
    	
SHAREHOLDINGS
    	
 
    
	
Lisa Quinn Pate   (1)
    	
 
    	
 
    	
 
    
	
Trust F/B/O Lisa   Pate
    	
 
    	
 
    	
 
    
	
Quinn Family   Partners
    	
 
    	
 
    	
 
    
	
William Eric   Fuller (2)
    	
 
    	
 
    	
 
    
	
Trust F/B/O   William Fuller
    	
 
    	
 
    	
 
    
	
Max Fuller   Family Limited Partnership
    	
 
    	
 
    	
 
    
	
Max Fuller (3)
    	
 
    	
 
    	
 
    
	
Janice Fuller   (4)
    	
 
    	
 
    	
 
    
	
Fuller Family   Enterprises, LLC
    	
 
    	
 
    	
 
    


 




(1)           Subject Shares that Lisa Pate Quinn is entitled to vote subject to this Agreement include shareholdings by Lisa Quinn Pate, Quinn Family Partners and Trust F/B/O Lisa Pate.

 

(2)           Subject Shares that William Eric Fuller is entitled to vote subject to this Agreement include shareholdings by William Eric Fuller, Trust F/B/O William Fuller and Max Fuller Family Limited Partnership.

 

(3)           Subject Shares that Max Fuller is entitled to vote subject to this Agreement include shareholdings by Max Fuller and Fuller Family Enterprises, LLC

 

(4)           Includes shareholdings by Fuller Family Enterprises, LLC. For the avoidance of doubt, Janice Fuller is not entitled to vote any Subject Shares.