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01:23643280.2

WRITTEN CONSENT OF THE MANAGER OF USXP, LLC

February 18, 2019

The UNDERSIGNED, being the sole manager (the “Manager”) of USXP, LLC, a Delaware limited liability company (the “Company”), does hereby consent, in accordance with the relevant provisions of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated on even date herewith (the “LLC Agreement”), and the Delaware Limited Liability Company Act, to the adoption of the following resolutions and the actions specified therein.

WHEREAS, on or before the date hereof, the Board of the Company approved the sale of the assets of the Company and certain of its affiliates pursuant to that certain Asset Purchase Agreement, by and between the Company, certain of its affiliates and TForce Final Mile, LLC, TForce Final Mile West, LLC, and TForce Logistics, LLC; and

WHEREAS, in the judgment of the Board, it is desirable and in the best interest of the Company, its creditors and member, that a voluntary petition (the “Petition”) be filed by the Company under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

NOW, THEREFORE, BE IT:

RESOLVED, that the Company shall be, and it hereby is, directed and authorized to execute and file on behalf of the Company all petitions, schedules, lists and other papers or documents, and to take any and all action which it deems reasonable, advisable, expedient, convenient, necessary or proper to obtain such relief; and it is

FURTHER RESOLVED, that Donald Van der Wiel, any officer of the Company and any of their designees (collectively, the “Designated Persons”) shall be, and each of them, acting alone or in any combination, hereby is, authorized, directed, and empowered, on behalf of and in the name of the Company (i) to execute and verify the Petition as well as all other ancillary documents and to cause the Petition to be filed with the Bankruptcy Court commencing a case (the “Bankruptcy Case”) and to make or cause to be made prior to the execution thereof any modifications to the Petition or ancillary documents and (ii) to execute, verify and file or cause to be filed all petitions, schedules, lists, motions, applications and other papers or documents necessary or desirable in connection with the foregoing; and it is

FURTHER RESOLVED, that the Company is authorized to employ Young Conaway Stargatt & Taylor, LLP (“Young Conaway”) as its bankruptcy

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