Roadrunner Transportation Systems, Inc. (Form: 10-Q, Received: 08/06/2019 16:23:48)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

ROADRUNNER TRANSPORTATION SYSTEMS, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of April 8, 2019, between Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), and ________________ (the “Recipient”). RECITALS WHEREAS, the Committee has determined that it is in the best interests of the Company to recognize the Recipient’s performance and to provide incentive to the Recipient to remain with the Company and its Related Entities by making this grant of performance-based Restricted Stock Units (“PRSUs”) representing hypothetical shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in accordance with the terms of this Agreement. WHEREAS, the PRSUs are granted pursuant to the Company’s 2018 Incentive Compensation Plan, as the same may be amended and/or restated from time to time (the “Plan”), which is incorporated herein for all purposes. AGREEMENT NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. All capitalized terms used herein but not expressly defined shall have the meaning ascribed to them in the Plan. 2. Grant of PRSUs. The Committee hereby grants, as of April 8, 2019, to the Recipient, a Restricted Stock Unit Award for a target number of __________ PRSUs (the “Target Amount”). The number of PRSUs actually awarded to the Recipient will be determined at the end of the performance period commencing on April 8, 2019 and ending on May 15, 2023 (the “Performance Period”). Each PRSU will be equal in value to one Share of the Company’s Common Stock, subject in all respects to the terms of this Agreement and the Plan. 3. Performance Criteria. The Recipient can earn the PRSUs based on the extent to which the trading price of the Common Stock increases during the Performance Period. The number of PRSUs that may be earned by the Recipient pursuant to this Award of PRSUs will range from 0% to 289% of the Target Amount as determined after the end of the Performance Period based upon the increase of the trading price of the Common Stock above $12.50 per share (the “Base Price”). (a) If the End Price (as defined below) is 1% greater than the Base Price, the Recipient will earn 9% of the Target Amount PRSUs. If the End Price is 10% greater than the Base Price, the Recipient will earn 39% of the Target Amount PRSUs. If the End Price is more than 1% greater than the Base Price but not 10% or more greater than the Base Price, a proportionate percentage between 9% and 39% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is 20% greater than the Base Price, the Recipient will earn 72% of the Target Amount PRSUs. If the End Price is more than 10% of the Base Price but not 20% or more greater than the Base Price, a proportionate percentage between 39% and 72% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 30% greater than the Base Price, then the Recipient will earn 100% of the Target Amount PRSUs. If the End Price is 20% greater than the Base Price but not 30% or more greater than the Base Price, a proportionate percentage between 72% ACTIVE 43288354v1

and 100% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 40% greater than the Base Price, then the Recipient will earn 124% of the Target Amount PRSUs. If the End Price is 30% greater than the Base Price but not 40% or more greater than the Base Price, a proportionate percentage between 100% and 124% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 50% greater than the Base Price, then the Recipient will earn 144% of the Target Amount PRSUs. If the End Price is 40% greater than the Base Price but not 50% or more greater than the Base Price, a proportionate percentage between 124% and 144% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 60% greater than the Base Price, then the Recipient will earn 163% of the Target Amount PRSUs. If the End Price is 50% greater than the Base Price but not 60% or more greater than the Base Price, a proportionate percentage between 144% and 163% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 70% greater than the Base Price, then the Recipient will earn 178% of the Target Amount PRSUs. If the End Price is 60% greater than the Base Price but not 70% or more greater than the Base Price, a proportionate percentage between 163% and 178% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 80% greater than the Base Price, then the Recipient will earn 193% of the Target Amount PRSUs. If the End Price is 70% greater than the Base Price but not 80% or more greater than the Base Price, a proportionate percentage between 178% and 193% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 90% greater than the Base Price, then the Recipient will earn 205% of the Target Amount PRSUs. If the End Price is 80% greater than the Base Price but not 90% or more greater than the Base Price, a proportionate percentage between 193% and 205% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 100% greater than the Base Price, then the Recipient will earn 217% of the Target Amount PRSUs. If the End Price is 90% greater than the Base Price but not 100% or more greater than the Base Price, a proportionate percentage between 205% and 217% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 150% greater than the Base Price, then the Recipient will earn 260% of the Target Amount PRSUs. If the End Price is 100% greater than the Base Price but not 150% or more greater than the Base Price, a proportionate percentage between 217% and 260% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 200% greater than the Base Price, then the Recipient will earn 289% of the Target Amount PRSUs. If the End Price is 150% greater than the Base Price but not 200% or more greater than the Base Price, a proportionate percentage between 260% and 289% will be applied to the Target Amount of PRSUs on a straight line basis. (b) For purposes of this Agreement, the “End Price” means the 90-day volume weighted average share price of the Common Stock as of May 15, 2023; provided, however, that if Elliott (as defined below) or any other stockholder (or affiliates of any such stockholder) of the Company having the right to designate members to the Company’s Board of Directors sells shares of Common Stock or announces plans to sell shares of Common Stock during the period from September 22, 2022 through March 31, 2023, then the “End Price” shall be the greater of (a) the closing price of the Common Stock on March 31, 2023 and (b) the quotient of (i) the Company’s trailing twelve (12) months Adjusted EBITDA as of March 31, 2023 multiplied by eight (8), less the Company’s indebtedness as of March 31, 2023 and net of cash and long-term capital leases as of March 31, 2023, divided by (ii) the number of outstanding shares of Common Stock on March 31, 2023. 4. Payout of PRSUs. If the Committee determines that the performance criteria described in Section 3 have been met and certifies the extent to which they have been met, and the terms and conditions set forth in this Agreement are fulfilled, then that number of shares of Common Stock equal to the number of PRSUs earned pursuant to Section 3, net of applicable withholdings, will be transferred to the Recipient after the end of the Performance Period and on or before August 1, 2023. 5. Transferability. The PRSUs awarded hereunder are not transferable otherwise than by will or under the applicable laws of descent and distribution, and the terms of this Agreement shall be binding upon the executors, administrators, heirs, successors, and assigns of the Recipient. Any attempt to effect a Transfer of any PRSUs shall be void ab initio. For purposes of this Agreement, “Transfer” shall mean any ACTIVE 43288354v1 2

sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 6. Custody of PRSUs. The PRSUs subject hereto shall be held in a restricted book entry account in the name of the Recipient. Upon completion of the Performance Period, shares of Common Stock issuable pursuant to Section 4 above shall be released into an unrestricted book entry account; provided, however, that a portion of such shares of Common Stock may be surrendered in payment of taxes in accordance with Section 13 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of such taxes. 7. Hypothetical Nature of PRSUs. The Recipient shall not have any rights, benefits, or entitlements with respect to the shares of Common Stock corresponding to the PRSUs unless and until those shares are delivered to the Recipient (and thus shall have no voting rights, or rights to receive any dividend declared, before those shares are so delivered). On or after delivery, the Recipient shall have, with respect to the shares of Common Stock delivered, all of the rights of a holder of shares granted pursuant to the certificate of incorporation and other governing instruments of the Company, or as otherwise available at law. 8. Termination of Continuous Service. Except as set forth in Sections 9 and 10 below, if the Recipient’s Continuous Service is terminated for any reason prior to March 31, 2023, then any and all PRSUs granted hereunder shall be forfeited immediately upon such termination of Continuous Service and revert back to the Company without any payment to the holder thereof. The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of the forfeiture of PRSUs pursuant to this Section 8. 9. Total and Permanent Disability of the Recipient or Termination without Cause or for Good Reason. If the Recipient’s Continuous Service is terminated (a) by reason of the Disability of the Recipient, (b) by the Company or a Related Entity without Cause, or (c) by the Recipient for Good Reason, the Recipient shall earn a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on the 90-day volume weighted average share price of the Common Stock as of the date the Recipient’s Continuous Service is terminated, and the number of shares of Common Stock earned, net of applicable withholdings, will be transferred to the Recipient as soon as reasonably practicable. 10. Death of the Recipient. If the Recipient’s Continuous Service is terminated due to death, the Recipient shall earn a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on the 90-day volume weighted average share price of the Common Stock as of the date the Recipient’s death, and the number of shares of Common Stock earned, net of applicable withholdings, will be transferred to the Recipient’s estate as soon as reasonably practicable. 11. Change-in-Control. If affiliates of Elliott Management Corporation (“Elliott”) collectively own less than 20% of the outstanding Common Stock, the Company shall deliver to the Recipient, within 60 days after the date of such event, a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on the share price of the Common Stock in the transaction resulting in Elliott Management Corporation collectively owning less than 20% of the outstanding Common Stock. The provisions of this Section 11 supersede any inconsistent provisions under the Plan with respect to the impact of a Change in Control on the PRSU Award made by this Agreement. In the event of any such inconsistency, this Agreement shall be controlling. 12. Section 409A. Payments made pursuant to the Plan and this Agreement are intended to comply with or qualify for an exemption from Section 409A of the Internal Revenue Code of 1986, as ACTIVE 43288354v1 3

amended (“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all PRSU Awards are made in a manner that complies with Section 409A (including, without limitation, the avoidance of penalties thereunder), provided, however, that the Company makes no representations that the PRSU Awards will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this PRSU Award. Notwithstanding anything to the contrary in this Agreement or the Plan, if the Recipient is a “Specified Employee” (as defined below) then the delivery of Shares otherwise required to be made under this Agreement on account of the termination of the Recipient’s Continuous Service shall be made within thirty (30) days after the sixth (6th) month anniversary of the date of the termination of the Recipient’s Continuous Service or, if earlier, the date of the Recipient’s death if such deferral is required to comply with Section 409A of the Code. For purposes of this Agreement, a “Specified Employee” shall mean any individual who, at the time of his or her separation from Continuous Service with the Company and its Related Entities, is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company or any Related Entity, the stock of which is publicly traded on an established securities market or otherwise. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Recipient is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 13. Taxes. (a) The Recipient shall be liable for any and all taxes, including withholding taxes and fringe benefit tax or such other taxes that the Recipient’s employer (the “Employer”) is legally allowed or permitted to recover from the Recipient, arising out of this grant or the issuance of shares of Common Stock hereunder. In the event that the Company or the Employer is liable for taxes that are legally permitted to be recovered from the Recipient or is required to withhold taxes as a result of the grant of PRSUs or the issuance or subsequent sale of shares acquired pursuant to such PRSUs, the Recipient shall surrender a sufficient number of whole shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of shares that Recipient acquires as necessary to cover all applicable required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) and required social security contributions at the time the shares subject to the PRSUs are issued. The Recipient will receive a cash refund for any fraction of a surrendered share or shares in excess of any required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax), and required social security contributions. To the extent that any surrender of shares or payment of cash or alternative procedure for such payment is insufficient, the Recipient authorizes the Company, the Employer, and the Related Entities, which are qualified to deduct tax at source, to deduct from the Recipient’s compensation all applicable required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) and social security contributions. The Recipient agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law. (b) Regardless of any action the Company or the Employer takes with respect to any or all income tax, social security, payroll tax, payment on account, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) or other tax-related withholding (“Tax-Related Items”), the Recipient acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Recipient’s responsibility and that the Company and/or the Employer (i) make no ACTIVE 43288354v1 4

representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Agreement, including the grant of PRSUs, subsequent issuance of Shares related to such PRSUs and the subsequent sale of any shares of Common Stock acquired pursuant to such PRSUs; and (ii) do not commit to structure the terms or any aspect of this grant of PRSUs to reduce or eliminate the Recipient’s liability for Tax-Related Items. The Recipient shall pay the Company or the Employer any amount for Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Recipient’s participation in the Plan or the Recipient’s receipt of PRSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock pursuant to Section 4 if the Recipient fails to comply with the Recipient’s obligations in connection with the Tax- Related Items. (c) In accepting the PRSU Award, the Recipient consents and agrees that in the event the PRSU Award becomes subject to an employer tax that is legally permitted to be recovered from the Recipient, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Recipient’s Continuous Service is continuing at the time such tax becomes recoverable, the Recipient will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the PRSU Award. Further, by accepting the PRSU Award, the Recipient agrees that the Company and/or the Employer may collect any such taxes from the Recipient by any of the means set forth in this Section 13. The Recipient further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company. 14. Acknowledgment and Waiver. By accepting this grant of PRSUs, the Recipient acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of shares of Common Stock or PRSUs, or benefits in lieu of shares of Common Stock or PRSUs, even if shares of Common Stock or PRSUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Recipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Recipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) the Recipient is participating voluntarily in the Plan; (f) PRSUs, PRSU grants and resulting benefits are an extraordinary item that is outside the scope of the Recipient’s employment or service contract, if any; (g) PRSUs, PRSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long- service awards, pension or retirement benefits or similar payments insofar as permitted by law; (h) this grant of PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Related Entity; (i) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (j) in consideration of this grant of PRSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of PRSUs or diminution in value of this grant of PRSUs resulting from termination of the Recipient’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (l) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the ACTIVE 43288354v1 5

Continuous Service of the Company and its Related Entities for purposes of this grant of PRSUs; and (m) if the Company’s performance is below minimum levels as set forth in this Agreement or any annual supplement hereto, no PRSUs will be awarded and no shares of Common Stock will be issued to the Recipient. 15. Change in Capital Structure. (a) Subject to any required action by the stockholders of the Company, the number of PRSUs covered by this award shall be proportionately adjusted and the terms of the restrictions on such PRSUs shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to stockholders. (b) The Award of PRSUs pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. 16. Miscellaneous. (a) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (b) Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Recipient at his or her address then on file with the Company. (c) The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company, its Related Entities and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Company and the Recipient. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and the Recipient under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Recipient, including without limitation, any agreement that imposes restrictions during or after employment regarding confidential information and proprietary developments. (d) This Agreement is governed by the laws of the state of Delaware. (e) Neither this Agreement nor the grant of the PRSUs hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Recipient or any other person. The PRSUs subject to this Agreement represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock to the Recipient in the future. To the extent that the Recipient or any other person acquires a right to receive payments from the Company pursuant to this Agreement, that right shall be no greater than the right of any unsecured general creditor of the Company. ACTIVE 43288354v1 6

(f) If the Recipient has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control. (g) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. [The remainder of this page has been intentionally left blank] ACTIVE 43288354v1 7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation By: Name: Title: Agreed and Accepted: RECIPIENT: Name:___________________________ ACTIVE 43288354v1

EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 2, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified as “Subsidiary Guarantors” on the signature pages to the Credit Agreement (the “Subsidiary Guarantors”), the Lenders (as defined below) party hereto and BMO HARRIS BANK N.A., as Administrative Agent (the “ABL Administrative Agent”), each of which is a party to the Existing Credit Agreement (as defined below). WHEREAS, Company, the Subsidiary Guarantors, the financial institutions from time to time party thereto as lenders (the “Lenders”) and the ABL Administrative Agent are parties to that certain Credit Agreement dated as of February 28, 2019 (as amended, supplemented, or otherwise modified from time to time prior to this Amendment and as in effect immediately prior to the effectiveness of this Amendment, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further amended, supplemented or otherwise modified and in effect from time to time, the “Amended Credit Agreement”). WHEREAS, the Company and the Subsidiary Guarantors request that the Lenders and the ABL Administrative Agent amend the Existing Credit Agreement in certain respects, and the Lenders party hereto and the ABL Administrative Agent are willing to so amend the Existing Credit Agreement, as set forth below. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment, terms defined in the Amended Credit Agreement are used herein as defined therein. Section 2. Amendments to the Existing Credit Agreement. From and after the First Amendment Effective Date, the Existing Credit Agreement shall be amended as follows: 2.01. References Generally. References in the Existing Credit Agreement (including references to the Existing Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) and each reference to the Existing Credit Agreement in the other Loan Documents (and indirect references such as “thereunder”, “thereby”, “therein” and “thereof”) shall be deemed to be references to the Existing Credit Agreement as amended hereby. 2.02. Amended Language. (a) Section 1.01 of the Existing Credit Agreement is amended by amending and restating the following defined term as follows: “Fixed Charge Trigger Period” means the period (a)(i) at any time during the period from the First Amendment Effective Date through October 31, 2019, commencing on the day when Adjusted Excess Availability is less than $17,500,000 and (ii) at any other time, commencing on the day when Adjusted Excess Availability is less than the greater of (x) $17,500,000 and (y) 10.0% of the Maximum Borrowing Amount and (b) continuing until the day Adjusted Excess Availability exceeds the greater of (x) $17,500,000 and (y) 10.0% of the Maximum Borrowing Amount for thirty (30) consecutive days. AmericasActive:13726780.11

(b) Section 1.01 of the Existing Credit Agreement is amended by adding the following defined terms as follows in alphabetical order: “Acceptable Letters of Credit” means one or more standby letters of credit satisfying each of the following: (a) issued by HSBC Bank USA, National Association or another bank acceptable to the Administrative Agent, (b) Elliott Associates, L.P. is the applicant, (c) BMO, as administrative agent, is the beneficiary, (d) expiration no earlier than December 31, 2019, (e) may be drawn by the Administrative Agent upon the earlier of (i) an Event of Default and (ii) 30 days prior the expiration date for such letter of credit if it has not been replaced or extended on terms and conditions acceptable to the Administrative Agent and the Required Lenders and (f) otherwise on terms and conditions acceptable to the Administrative Agent and the Required Lenders; provided that the Administrative Agent shall return such letter of credit (and remove such letter of credit from the Borrowing Base) upon request of the Borrower Agent and satisfaction of the following conditions: (i) as of the date of return of such letter of credit and immediately after giving effect thereto, no Event of Default has occurred and is continuing, (ii) Adjusted Excess Availability immediately before and after giving Pro Forma Effect to return of such letter of credit (and removing such letter of credit from the Borrowing Base), and on an average basis after giving Pro Forma Effect to return of such letter of credit (and removing such letter of credit from the Borrowing Base) during the thirty (30) consecutive day period ending on and including the date of return of such letter of credit, shall be not less than, the greater of (A) 20.0% of the Maximum Borrowing Amount and (B) $40,000,000 and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. “Acceptable Letter of Credit Reimbursement Agreement” means that certain RRTS – Elliott Letter of Credit Fee Letter dated as of August 2, 2019 among the Permitted Holders and the Company. “First Amendment Effective Date” means August 2, 2019. (c) The definition of “Borrowing Base” in Section 1.01 of the Existing Credit Agreement is amended by inserting a new clause (e) and re-lettering the subsequent clauses as follows: (e) the lesser of (i) 100% of the amount of any Acceptable Letter of Credit and (ii) $30,000,000; plus (f) the FILO Amount; minus (g) the amount of all Availability Reserves. (d) Section 7.02(f) of the Existing Credit Agreement is amended and restated as follows: (f) on or before September 15, 2019, Borrower Agent shall deliver to Administrative Agent, in form and substance reasonably acceptable to the 2

Administrative Agent, a reasonably detailed plan for achieving the Company’s stated liquidity goals and objectives in connection with its go-forward business plan and strategy, which may include the sale of certain assets; and (e) Section 7.19 of the Existing Credit Agreement is amended and restated as follows 7.19 Treasury Management and Other Services. Each Loan Party shall maintain its lockboxes, Deposit Accounts (other than Excluded Deposit Accounts) and primary disbursement accounts exclusively with BMO, and shall utilize BMO, Wells Fargo Bank, National Association or Bank of America, N.A. for other Treasury Management and Other Services. (f) Section 8.01 of the Existing Credit Agreement is amended by (i) re-lettering clause (y) as (z) and (ii) inserting a new clause (y) as follows: (y) Indebtedness under the Acceptable Letter of Credit Reimbursement Agreement; and (g) Section 8.11 of the Existing Credit Agreement is amended by (i) amending and restating clause (a) and (ii) adding a new clause (d), each as follows: (a) Make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of (x) principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness or (y) any amounts under the Acceptable Letter of Credit Reimbursement Agreement, including any taxes, fees, charges or other costs or expenses, except: (i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets), other than (x) payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof and (y) any payment in respect of the Acceptable Letter of Credit Reimbursement Agreement; (ii) payments made through the incurrence of Refinancing Indebtedness; (iii) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness; (iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); (v) optional payment, prepayments or redemptions in respect of any Indebtedness (other than Subordinated Debt to the extent 3

contrary to the Subordination Provisions applicable thereto) so long as the Payment Conditions are satisfied (a “Specified Debt Payment”); and (vi) payments under the Acceptable Letter of Credit Reimbursement Agreement; provided that the following conditions have been satisfied: (i) as of the date of such payment and immediately after giving effect thereto, no Event of Default has occurred and is continuing, (ii) Adjusted Excess Availability immediately before and after giving Pro Forma Effect to such payment, and on an average basis after giving Pro Forma Effect to such payment during the thirty (30) consecutive day period ending on and including the date of such payment, shall not be less than, the greater of (A) 20.0% of the Maximum Borrowing Amount and (B) $40,000,000 and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby (for the avoidance of doubt, to the extent any such payment is being made contemporaneous with the return of any Acceptable Letter of Credit (and removal such letter of credit from the Borrowing Base) then all calculations of Adjusted Excess Availability shall include the impact of both events). *** (d) Amend, modify or change in any manner any term or condition of the Acceptable Letter of Credit Reimbursement Agreement without the prior written consent of the Administrative Agent. (h) Article XI of the Existing Credit Agreement is amended by adding a new Section 11.22: 11.22. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. 4

Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) As used in this Section 11.22, the following terms have the following meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). Section 3. Representations and Warranties of the Loan Parties. The Loan Parties represent and warrant to the ABL Administrative Agent and the Lenders that as of the First Amendment Effective Date: 3.01. each of the representations and warranties set forth in the Amended Credit Agreement and in the other Loan Documents are true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms already qualified as to materiality) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms already qualified as to materiality) as of such earlier date, and except that for purposes of this Section 3.01, (i) the representations and warranties contained in Section 6.05(a) and (c) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 7.01 of the Amended Credit Agreement and (ii) the representations and warranties contained in Section 6.05(b) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 7.01 of the Amended Credit Agreement; and 5

3.02. both immediately before and after giving effect to this Amendment and the transactions contemplated hereby, no Default shall have occurred and be continuing, or would result therefrom. Section 4. Conditions Precedent to this Amendment. This Amendment shall become effective as of the date, upon which each of the following conditions precedent shall be satisfied or waived (the “First Amendment Effective Date”): 4.01. Amendment. The ABL Administrative Agent shall have received counterparts of this Amendment, executed by the Loan Parties, the ABL Administrative Agent and the Required Supermajority Lenders. 4.02. Acceptable Letters of Credit. The ABL Administrative Agent shall have received one or more original Acceptable Letters of Credit in an amount of not less than $20,000,000 in the aggregate, in form and substance acceptable to the ABL Administrative Agent. 4.03. Term Loan Amendment. The ABL Administrative Agent shall have received a fully executed copy of the first amendment to the Term Loan Agreement, postponing the September 1, 2019 scheduled amortization payment pursuant to clauses (a) and (b) of Section 2.05 of the Term Loan Agreement to December 1, 2019 and otherwise in form and substance acceptable to the ABL Administrative Agent. 4.04. Costs and Expenses. The Company shall have paid all reasonable and documented out- of-pocket costs and expenses of the ABL Administrative Agent in connection with this Amendment. 4.05. Fees. The Company shall pay a fee to BMO in the amount of $100,000, for the account of each of the Lenders, which fee shall be allocated to the Lenders on a pro rata basis in accordance with their respective Commitments. Section 5. Reference to and Effect Upon the Existing Credit Agreement. 5.01. Except as specifically amended or waived above, the Existing Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. 5.02. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the ABL Administrative Agent or any Lender under the Existing Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Existing Credit Agreement or any Loan Document, except as specifically set forth herein. Section 6. Ratification of Liability. As of the First Amendment Effective Date, the Company and the other Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such parties grant liens or security interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, under the Loan Documents to which they are a party, hereby ratify and reaffirm all of their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of such Loan Documents to which they are a party, and ratify and reaffirm their grants of liens on or security interests in their properties pursuant to such Loan Documents to which they are a party, respectively, as security for the Obligations, and as of the First Amendment Effective Date, each such Person hereby confirms and agrees that such liens and security interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Amended Credit Agreement or any other Loan Document. As of the First Amendment Effective Date, the Company and 6

the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now apply to all Obligations as defined in the Amended Credit Agreement (including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Amended Credit Agreement or any other Loan Document). As of the First Amendment Effective Date, the Company and the other Loan Parties (a) further acknowledge receipt of a copy of this Amendment, (b) consent to the terms and conditions of same, and (c) agree and acknowledge that each of the Loan Documents to which they are a party remain in full force and effect and is hereby ratified and confirmed. Section 7. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force and effect. This Amendment is a Loan Document for all purposes of the Amended Credit Agreement. This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Amendment are for reference only and shall not affect the construction of this Amendment. Section 8. GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS. Section 9. Release and Waiver. The Loan Parties each do hereby release the ABL Administrative Agent and each of the Lenders and each of their officers, directors, employees, agents, attorneys, personal representatives, successors, predecessors and assigns from all manner of actions, cause and causes of action, suits, deaths, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, whatsoever, in law or in equity, and particularly, without limiting the generality of the foregoing, in connection with the Amended Credit Agreement and the other Loan Documents and any agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan Documents and the administration of the Amended Credit Agreement and the other Loan Documents, all indebtedness, obligations and liabilities of the Loan Parties to the ABL Administrative Agent or any Lender and any agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan Documents (collectively, the “Claims”), which the Loan Parties now have against the ABL Administrative Agent or any Lender or ever had, or which might be asserted by their heirs, executors, administrators, representatives, agents, successors, or assigns based on any Claims which exist on or at any time prior to the date of this Amendment. The Loan Parties expressly acknowledge and agree that they have been advised by counsel in connection with this Amendment and that they each understand that this Section 10 constitutes a general release of the ABL Administrative Agent and the Lenders and that they each intend to be fully and legally bound by the same. The Loan Parties further expressly acknowledge and agree that this general release shall have full force and effect notwithstanding the occurrence of a breach of the terms of this Amendment or an Event of Default or Default under the Amended Credit Agreement. [signature pages follow] 7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. BORROWER: ROADRUNNER TRANSPORTATION SYSTEMS, INC. By: /s/ Terence R. Rogers Name: Terence R. Rogers Title: EVP & CFO [Signature Page to Amendment]

SUBSIDIARY GUARANTORS: A&A EXPRESS, LLC INTERNATIONAL TRANSPORTATION A&A LOGISTICS, LLC HOLDINGS, INC. ACTIVE AERO CHARTER, LLC ISI LOGISTICS, LLC ACTIVE AERO GROUP, INC. ISI LOGISTICS SOUTH, LLC ACTIVE AERO MOTOR CARRIER, LLC ASCENT GLOBAL LOGISTICS ACTIVE GLOBAL SOLUTIONS, LLC INTERNATIONAL, LLC ACTIVE PTM, LLC MESCA FREIGHT SERVICES, LLC ASCENT GLOBAL LOGISTICS, LLC MORGAN SOUTHERN, INC. ASCENT GLOBAL LOGISTICS HOLDINGS, PRIME DISTRIBUTION SERVICES, INC. INC. RICH TRANSPORT, LLC BEECH HILL ENTERPRISES, LLC ROADRUNNER EQUIPMENT LEASING, LLC BIG ROCK TRANSPORTATION, LLC ROADRUNNER FREIGHT CARRIERS, LLC CAPITAL TRANSPORTATION LOGISTICS, ROADRUNNER INTERMODAL SERVICES, LLC LLC CENTRAL CAL TRANSPORTATION, LLC ROADRUNNER TEMPERATURE CTW TRANSPORT, LLC CONTROLLED, LLC D&E TRANSPORT, LLC ROADRUNNER TRANSPORTATION EVERETT LOGISTICS, LLC SERVICES, INC. EXPEDITED FREIGHT SYSTEMS, LLC ROADRUNNER TRUCKLOAD 2, LLC GREAT NORTHERN TRANSPORTATION ROADRUNNER TRUCKLOAD AGENT SERVICES, LLC INVESTMENT, INC. GROUP TRANSPORTATION SERVICES, LLC ROADRUNNER TRUCKLOAD HOLDINGS, LLC RRTC HOLDINGS, INC. SARGENT TRUCKING, LLC SORTINO TRANSPORTATION, LLC STAGECOACH CARTAGE AND DISTRIBUTION, LLC USA JET AIRLINES, INC. WANDO TRUCKING, LLC WORLD TRANSPORT SERVICES, LLC By: _/s/ Terence R. Rogers___________________ Name: Terence R. Rogers Title: Executive Vice President [Signature Page to Amendment]

ABL ADMINISTRATIVE AGENT: BMO HARRIS BANK N.A., as ABL Administrative Agent By: /s/ Clayton Foster Name: Clayton Foster Title: Assistant Vice President LENDERS: BMO HARRIS BANK N.A., as a Lender By: /s/ Clayton Foster Name: Clayton Foster Title: Assistant Vice President [Signature Page to Amendment]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Laura Wheeland Name: Laura Wheeland Title: Vice President [Signature Page to Amendment]

BANK OF AMERICA, NATIONAL ASSOCIATION, as a Lender By: /s/Brian Scawinski Name: Brian Scawinski Title: Portfolio Specialist [Signature Page to Amendment]



Delaware		20-2454942
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1431 Opus Place, Suite 530 Downers Grove, Illinois		60515
(Address of Principal Executive Offices)		(Zip Code)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	RRTS	The New York Stock Exchange



PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements (Unaudited)	1
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Stockholders' Investment (Deficit)	3
Condensed Consolidated Statements of Cash Flows	4
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures about Market Risk	43
Item 4. Controls and Procedures	44

PART II. OTHER INFORMATION	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	47
Item 5. Other Information	48
Item 6. Exhibits	49

Signatures	50



(In thousands, except par value)	June 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	4,896		$	11,179
Accounts receivable, net of allowances of $8,260 and $9,980, respectively	243,457			274,843
Income tax receivable	2,366			3,910
Prepaid expenses and other current assets	50,103			61,106
Total current assets	300,822			351,038
Property and equipment, net of accumulated depreciation of $153,335 and $130,077, respectively	212,945			188,706
Other assets:
Operating lease right-of-use asset	114,523			—
Goodwill	171,900			264,826
Intangible assets, net	37,144			42,526
Other noncurrent assets	5,987			6,361
Total other assets	329,554			313,713
Total assets	$	843,321		$	853,457
LIABILITIES AND STOCKHOLDERS’ INVESTMENT (DEFICIT)
Current liabilities:
Current maturities of debt	$	2,566		$	13,171
Current maturities of indebtedness to related party	9,133			—
Current finance lease liability	21,799			13,229
Current operating lease liability	35,373			—
Accounts payable	132,549			160,242
Accrued expenses and other current liabilities	89,889			110,943
Total current liabilities	291,309			297,585
Deferred tax liabilities	3,225			3,953
Other long-term liabilities	3,339			7,857
Long-term finance lease liability	72,150			37,737
Long-term operating lease liability	85,223			—
Long-term debt, net of current maturities	134,830			155,596
Long-term indebtedness to related party	31,848			—
Preferred stock	—			402,884
Total liabilities	621,924			905,612
Commitments and contingencies (Note 12)
Stockholders’ investment (deficit):
Common stock $.01 par value; 44,000 and 4,200 shares authorized, respectively; 37,637 and 1,556 shares issued and outstanding, respectively	376			16
Additional paid-in capital	847,383			405,243
Retained deficit	(626,362		)	(457,414		)
Total stockholders’ investment (deficit)	221,397			(52,155		)
Total liabilities and stockholders’ investment (deficit)	$	843,321		$	853,457



(In thousands, except per share amounts)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues	$	480,688		$	558,026		$	987,836		$	1,128,010
Operating expenses:
Purchased transportation costs	317,785			380,072			660,560			781,035
Personnel and related benefits	81,686			75,838			160,901			151,725
Other operating expenses	95,939			99,712			185,553			197,211
Depreciation and amortization	14,788			9,124			30,330			18,189
Operations restructuring costs	—			4,655			—			4,655
Impairment charges	108,331			—			109,109			—
Total operating expenses	618,529			569,401			1,146,453			1,152,815
Operating loss	(137,841		)	(11,375		)	(158,617		)	(24,805		)
Interest expense:
Interest expense - preferred stock	—			31,609			—			38,724
Interest expense - debt	4,632			2,623			8,514			5,051
Total interest expense	4,632			34,232			8,514			43,775
Loss on debt restructuring	—			—			2,270			—
Loss before income taxes	(142,473		)	(45,607		)	(169,401		)	(68,580		)
Benefit from income taxes	(524		)	(3,652		)	(453		)	(2,982		)
Net loss	$	(141,949	)	$	(41,955	)	$	(168,948	)	$	(65,598	)
Loss per share:
Basic	$	(3.77	)	$	(27.24	)	$	(6.39	)	$	(42.62	)
Diluted	$	(3.77	)	$	(27.24	)	$	(6.39	)	$	(42.62	)
Weighted average common stock outstanding:
Basic	37,603			1,540			26,442			1,539
Diluted	37,603			1,540			26,442			1,539



	Common Stock
(In thousands, except shares)	Shares	Amount		Additional Paid-In Capital			Retained Deficit			Total Stockholders' Investment (Deficit)

BALANCE, December 31, 2018	1,555,868	$	16	$	405,243		$	(457,414	)	$	(52,155	)
Issuance of restricted stock units, net of taxes paid	5,664	—		(8		)	—			(8		)
Issuance of common stock	36,000,000	360		449,640			—			450,000
Common stock issuance costs	—	—		(11,985		)	—			(11,985		)
Share-based compensation	—	—		1,599			—			1,599
Net loss	—	—		—			(26,999		)	(26,999		)
BALANCE, March 31, 2019	37,561,532	$	376	$	844,489		$	(484,413	)	$	360,452
Issuance of restricted stock units, net of taxes paid	75,590	—		(175		)	—			(175		)
Share-based compensation	—	—		3,069			—			3,069
Net loss	—	—		—			(141,949		)	(141,949		)
BALANCE, June 30, 2019	37,637,122	$	376	$	847,383		$	(626,362	)	$	221,397



(In thousands)	Six Months Ended
	June 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(168,948	)	$	(65,598	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	30,720			18,552
Change in fair value of preferred stock	—			37,663
Amortization of preferred stock issuance costs	—			1,061
Loss on disposal of property and equipment	355			1,972
Share-based compensation	4,668			895
Loss on debt restructuring	2,270			—
Provision for bad debts	491			2,030
Deferred tax benefit	(729		)	(3,544		)
Impairment charges	109,109			—
Changes in:
Accounts receivable	30,895			27,156
Income tax receivable	1,544			911
Prepaid expenses and other assets	30,676			6,900
Accounts payable	(29,879		)	(23,852		)
Accrued expenses and other liabilities	(30,718		)	(5,052		)
Net cash used in operating activities	(19,546		)	(906		)
Cash flows from investing activities:
Capital expenditures	(13,043		)	(11,391		)
Proceeds from sale of property and equipment	1,882			927
Net cash used in investing activities	(11,161		)	(10,464		)
Cash flows from financing activities:
Borrowings under revolving credit facilities	523,478			—
Payments under revolving credit facilities	(526,643		)	—
Term debt borrowings	52,592			557
Term debt payments	(39,714		)	(11,846		)
Debt issuance costs	(2,005		)	—
Payments of debt extinguishment costs	(693		)	—
Proceeds from issuance of common stock	450,000			—
Common stock issuance costs	(10,514		)	—
Proceeds from issuance of preferred stock	—			34,999
Preferred stock issuance costs	—			(1,061		)
Preferred stock payments	(402,884		)	—
Issuance of restricted stock units, net of taxes paid	(183		)	(76		)
Payments on insurance premium financing	(9,957		)	—
Payment of capital lease obligation	(9,053		)	(1,267		)
Net cash provided by financing activities	24,424			21,306
Net (decrease) increase in cash and cash equivalents	(6,283		)	9,936
Cash and cash equivalents:
Beginning of period	11,179			25,702
End of period	$	4,896		$	35,638



	Approximate Percent Change in Estimated Fair Value
	+/- 50 bps Discount Rate	+/- 50bps Growth Rate

Domestic and International Logistics reporting unit	(2.5%) / 2.5%	1.5% / (1.8%)
Warehousing & Consolidation reporting unit	(2.2%) / 2.2%	1.6% / (1.9%)



			Active
	Ascent		On-Demand		LTL		TL			Total
Balance as of December 31, 2018	$	171,900	$	—	$	—	$	92,926		$	264,826
Goodwill impairment charges	—		—		—		(92,926		)	(92,926		)
Balance as of June 30, 2019	$	171,900	$	—	$	—	$	—		$	171,900



	June 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Ascent	$	27,152	$	(18,474	)	$	8,678	$	27,152	$	(17,248	)	$	9,904
Active On-Demand	31,547		(12,424		)	19,123		31,547		(11,139		)	20,408
LTL	2,498		(2,008		)	490		2,498		(1,925		)	573
TL	20,261		(11,408		)	8,853		23,461		(11,820		)	11,641
Total	$	81,458	$	(44,314	)	$	37,144	$	84,658	$	(42,132	)	$	42,526



Remainder 2019	$	3,193
2020	6,180
2021	5,998
2022	5,560
2023	5,195
Thereafter	11,018
Total	$	37,144



	June 30, 2019
Assets:
Finance lease assets, net (included in property and equipment)	$	94,308
Operating lease right-of-use asset	114,523
Total lease assets	$	208,831
Liabilities:
Current finance lease liability	$	21,799
Current operating lease liability	35,373
Long-term finance lease liability	72,150
Long-term operating lease liability	85,223
Total lease liabilities	$	214,545



		Three months ended		Six months ended
Lease component	Classification	June 30, 2019		June 30, 2019

Rent expense - operating leases	Other operating expenses	$	16,833	$	33,771
Amortization of finance lease assets	Depreciation expense	$	4,871	$	9,202
Interest on finance lease liabilities	Interest expense	$	1,430	$	2,630



Year Ending:	Operating leases			Finance leases			Total
Remainder of 2019	$	21,736		$	14,144		$	35,880
2020	34,676			26,916			61,592
2021	25,108			30,292			55,400
2022	20,831			15,307			36,138
2023	17,640			12,854			30,494
Thereafter	17,406			11,156			28,562
Total	$	137,397		$	110,669		$	248,066
Less: Interest	(16,801		)	(16,720		)	(33,521		)
Present value of lease liabilities	$	120,596		$	93,949		$	214,545



ITEM 1.	FINANCIAL STATEMENTS.


•	$56.8 million term loan facility; and


•	$35.0 million asset-based facility available to finance future capital expenditures, which was subsequently terminated before being utilized.



	Series B	Series C	Series D	Series E	Series E-1
Shares at $0.01 Par Value at Issuance	155,000	55,000	100	90,000	35,728
Shares Outstanding at December 31, 2018	155,000	55,000	100	37,500	35,728
Price / Share	$1,000	$1,000	$1.00	$1,000	$1,000/$960
Dividend Rate	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Right to participate equally and ratably in all cash dividends paid on common stock.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.
Dividend Rate at December 31, 2018	17.780%	17.780%	N/A	16.030%	16.030%
Redemption Term	8 Years	8 Years	8 Years	6 Years	6 Years
Redemption Rights	From Closing Date: 12-24 months: 105% 24-36 months: 103%	65% premium (subject to stock movement)		From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%	From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%



Year Ending:
2019	$	45,713
2020	34,920
2021	25,536
2022	21,413
2023	17,920
Thereafter	17,556
Total	$	163,058



Weighted average remaining lease term (in years)
Operating leases	4.5
Finance leases	3.5

Weighted average discount rate
Operating leases	7.2	%
Finance leases	7.4	%



Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	23,812
Operating cash flows for finance leases	2,630
Financing cash flows for finance leases	9,071

ROU assets added for operating leases:
Operating leases	$	4,776



	June 30, 2019			December 31, 2018
ABL credit facility	$	131,367		$	—
Term loan credit facility	50,211			—
Prior ABL Facility:
Revolving credit facility	—			134,532
Term loans	—			37,333
Total debt	$	181,578		$	171,865
Less: Debt issuance costs and discount	(3,201		)	(3,098		)
Total debt, net of debt issuance costs and discount	178,377			168,767
Less: Current maturities	(11,699		)	(13,171		)
Total debt, net of current maturities	$	166,678		$	155,596


•	$200.0 million asset-based revolving line of credit, of which $20.0 million could be used for swing line loans and $30.0 million could be used for letters of credit;



	December 31, 2018
Preferred stock:
Series B Preferred	$	205,972
Series C Preferred	102,098
Series D Preferred	900
Series E Preferred	47,367
Series E-1 Preferred	46,547
Total Preferred stock	$	402,884


•	the Series B Preferred Stock using a lattice model that takes into consideration the Company's call right on the instrument based on simulated future interest rates;


•	the Series C Preferred Stock using a lattice model that takes into consideration the future redemption value on the instrument, which is tied to the Company's stock price;


•	the Series D Preferred Stock using a static discounted cash flow approach, where the expected redemption value of the instrument is based on the value of the Company's stock as of the measurement date grown at the risk-free rate; and


•	the Series E and E-1 Preferred Stock via application of both (i) a static discounted cash flow approach and (ii) a lattice model that takes into consideration the Company's call right on this instrument based on simulated future interest rates.



	Three months ended		Six months ended
	June 30, 2018		June 30, 2018
Balance, beginning of period	$	286,874	$	263,317
Issuance of preferred stock at fair value	17,499		34,999
Change in fair value of preferred stock ⁽¹⁾	31,606		37,663
Balance, end of period	$	335,979	$	335,979



	Restructuring reserves
Beginning balance at December 31, 2018	$	544
Charges	—
Adjustments ⁽¹⁾	(79		)
Payments	(327		)
Ending balance at June 30, 2019	$	138



ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



(In thousands)	Three Months Ended June 30, 2019

	Ascent		Active On-Demand			LTL			TL			Corporate/ Eliminations			Total
Revenues	$	130,160	$	101,492		$	117,076		$	141,472		$	(9,512	)	$	480,688
Operating expenses:
Purchased transportation costs	93,182		87,849			80,859			65,407			(9,512		)	317,785
Personnel and related benefits	13,508		9,166			18,724			30,273			10,015			81,686
Other operating expenses	15,974		4,966			20,848			46,932			7,219			95,939
Depreciation and amortization	1,616		2,125			1,085			7,030			2,932			14,788
Impairment charges	—		—			—			95,336			12,995			108,331
Total operating expenses	124,280		104,106			121,516			244,978			23,649			618,529
Operating income (loss)	5,880		(2,614		)	(4,440		)	(103,506		)	(33,161		)	(137,841		)
Total interest expense															4,632
Loss before income taxes															(142,473		)
Benefit from income taxes															(524		)
Net loss															$	(141,949	)



(In thousands)	Three Months Ended June 30, 2018

	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	144,630	$	164,770	$	117,164		$	145,761		$	(14,299	)	$	558,026
Operating expenses:
Purchased transportation costs	106,861		141,021		82,318			64,175			(14,303		)	380,072
Personnel and related benefits	12,465		9,038		17,428			30,756			6,151			75,838
Other operating expenses	16,822		4,867		20,261			55,183			7,234			104,367
Depreciation and amortization	1,168		2,036		900			4,205			815			9,124
Total operating expenses	137,316		156,962		120,907			154,319			(103		)	569,401
Operating income (loss)	7,314		7,808		(3,743		)	(8,558		)	(14,196		)	(11,375		)
Total interest expense														34,232
Loss before income taxes														(45,607		)
Benefit from income taxes														(3,652		)
Net loss														$	(41,955	)



(In thousands)	Six Months Ended June 30, 2019

	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	261,853	$	244,263	$	219,898		$	278,483		$	(16,661	)	$	987,836
Operating expenses:
Purchased transportation costs	188,667		210,007		152,450			126,097			(16,661		)	660,560
Personnel and related benefits	27,252		19,084		36,280			61,118			17,167			160,901
Other operating expenses (2)	31,384		10,368		39,720			90,233			13,848			185,553
Depreciation and amortization	3,298		4,221		1,723			16,121			4,967			30,330
Impairment charges	—		—		—			95,336			13,773			109,109
Total operating expenses	250,601		243,680		230,173			388,905			33,094			1,146,453
Operating income (loss)	11,252		583		(10,275		)	(110,422		)	(49,755		)	(158,617		)
Total interest expense														8,514
Loss on debt restructuring														2,270
Loss before income taxes														(169,401		)
Benefit from income taxes														(453		)
Net loss														$	(168,948	)



(In thousands)	Six Months Ended June 30, 2018

	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	279,573	$	359,536	$	230,289		$	290,318		$	(31,706	)	$	1,128,010
Operating expenses:
Purchased transportation costs	205,374		313,630		164,315			129,423			(31,707		)	781,035
Personnel and related benefits	24,606		17,711		35,563			61,251			12,594			151,725
Other operating expenses (2)	33,216		9,904		41,025			101,748			15,973			201,866
Depreciation and amortization	2,356		4,030		1,813			8,507			1,483			18,189
Total operating expenses	265,552		345,275		242,716			300,929			(1,657		)	1,152,815
Operating income (loss)	14,021		14,261		(12,427		)	(10,611		)	(30,049		)	(24,805		)
Total interest expense														43,775
Loss before income taxes														(68,580		)
Benefit from income taxes														(2,982		)
Net loss														$	(65,598	)


•	Adjusted EBITDA does not reflect our cash expenditures, future requirements for capital expenditures, or contractual commitments;


•	Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;


•	Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt or dividend payments on our previously outstanding preferred stock;