SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENT

Exhibit 10.3

SECOND AMENDMENT TO

STOCKHOLDERS’ AGREEMENT

This Second Amendment to Stockholders’ Agreement (this “Amendment”) is dated March 20, 2023 by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), and the undersigned individuals and entities (the “Xxxxxx Stockholders”).

RECITALS

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

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

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

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

AGREEMENT

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

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

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

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

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

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

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

(Signatures on next page)

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

	U.S. XPRESS ENTERPRISES, INC.
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	President and CEO
	XXX X. XXXXXX
	By:	/s/ Xxx X. Xxxxxx

	XXXXXX FAMILY ENTERPRISES, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Managing Member
	By:	/s/ Xxx X. Xxxxxx
	Name:	Xxx X. Xxxxxx
	Title:	Managing Member
	FSBSPE 1, LLC
	By:	/s/ Xxx X. Xxxxxx
	Name:	Xxx X. Xxxxxx
	Title:	Manager
	FSBSPE 2, LLC
	By:	/s/ Xxx X. Xxxxxx
	Name:	Xxx X. Xxxxxx
	Title:	Manager

Signature Page to Second Amendment to Stockholders’ Agreement

	FSBSPE 3, LLC
	By:	/s/ Xxx X. Xxxxxx
	Name:	Xxx X. Xxxxxx

	Title:	Manager
	XXXXXXX X. XXXXXX
	By:	/s/ Xxxxxxx X. Xxxxxx
	IRREVOCABLE TRUST FBO XXXXXXX X. XXXXXX
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Trustee
	XXX XXXXXX FAMILY LIMITED PARTNERSHIP
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Managing General Partner
	IRREVOCABLE TRUST FBO XXXXXXX X. XXXXXX
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Trustee
	IRREVOCABLE TRUST FBO XXXXXXXXXXX X. XXXXXX
	By:	/s/ Xxxxxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxxxxx X. Xxxxxx
	Title:	Trustee

Signature Page to Second Amendment to Stockholders’ Agreement