Consent and Amendment to the Agreement and Plan of Merger, dated October 25, 2021, by and among the Company, Simba Sub, LLC, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers Representatives
Consent and Amendment to the Agreement and Plan of Merger
This Consent and Amendment to the Agreement and Plan of Merger (this “Consent”), dated as of October 21, 2021, is by and among ArcBest Corporation, a Delaware corporation (“Buyer”), Simba Sub, LLC, an Illinois limited liability company and a direct or indirect wholly-owned Subsidiary of Buyer (“Merger Sub”), Molo Solutions, LLC, an Illinois limited liability company (the “Company”), and, solely in its capacity as the Sellers’ Representative for the limited purposes herein, Andrew Silver, an individual resident of the State of Illinois, and Matt Vogrich, an individual resident of the State of Illinois (collectively, the “Sellers’ Representative”).
WITNESSETH:
WHEREAS, on September 29, 2021, the parties entered into an Agreement and Plan of Merger (the “Merger Agreement”);
WHEREAS, pursuant to Section 6.01 of the Merger Agreement, Buyer’s consent is required prior to the Company amending the Organizational Documents of the Company or issuing any securities in the Company between the date of the Merger Agreement and the Closing;
WHEREAS, the Company desires to amend its Amended and Restated Operating Agreement dated August 28, 2020 (the “Operating Agreement”) to create a new class of Class D-1 Units and issue such units (the “Issuance”) to certain individuals as set forth on the Schedule of Unitholders attached to the amendment attached as Exhibit A hereto (the “Amendment”);
WHEREAS, the Buyer desires to consent to this Amendment and Issuance (“Consent”);
WHEREAS, in connection with the Consent, the parties desire the amend and restate certain schedules to the Merger Agreement to reflect the Amendment and the Issuance;
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| a. | “3. First Amendment to the Amended and Restated Operating Agreement of MoLo Solutions, LLC dated as of October 25, 2021.” |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.
COMPANY:
MOLO SOLUTIONS, LLC
/s/ Andrew Silver
By: Andrew Silver
Its: Chief Executive Officer
Solely for the express purposes set forth herein:
SELLERS’ REPRESENTATIVE:
/s/ Andrew Silver
Andrew Silver
/s/ Matthew Vogrich
Matt Vogrich
[Signature Page to Consent and Amendment to the Agreement and Plan of Merger]
BUYER:
ARCBEST CORPORATION
/s/ Danny Loe
By: Danny Loe
Its: Chief Yield Officer and President, Asset-Light Logistics
MERGER SUB:
SIMBA SUB, LLC
/s/ Danny Loe
By: Danny Loe
Its: Manager
[Signature Page to Consent and Amendment to the Agreement and Plan of Merger]
ACKNOWLEDGED AND AGREED:
EUCLID TRANSACTIONAL, LLC
/s/ Phil Casper
By: Phil Casper
Its: Principal
[Signature Page to Consent and Amendment to the Agreement and Plan of Merger]
Exhibit A
Amendment to Operating Agreement
46770232.1
Exhibit B
Amended and Restated Schedule 4.07
46770232.1
