Second Amendment to Agreement and Plan of Merger, dated March 31, 2022, by and among the Company on behalf of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers Representatives

Exhibit 2.3

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 31, 2022, is entered into by and among ArcBest Corporation, a Delaware corporation (“Buyer”) on behalf of itself and Molo Solutions, LLC, an Illinois limited liability company and the successor by merger to Simba Sub, LLC, an Illinois limited liability company (“Merger Sub”), and, solely in their capacity as the Sellers’ Representative for the limited purposes described in the Merger Agreement (as defined below) and not in any personal capacity, 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”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, on September 29, 2021, Buyer, the Sellers’ Representative, MoLo Solutions, LLC, an Illinois limited liability company (the “Company”), and Simba Sub, LLC, an Illinois limited liability company, entered into an Agreement and Plan of Merger (the “Merger Agreement”);

WHEREAS, the Closing occurred on November 1, 2021;

WHEREAS, following the Closing, Buyer delivered to the Sellers’ Representative the Preliminary Closing Statement on January 31, 2022 (the “First Preliminary Closing Statement”) and an amended Preliminary Closing Statement on February 4, 2022 (the “Amended Preliminary Closing Statement” and together with the First Preliminary Closing Statement, the “Preliminary Closing Statements”) and the Sellers’ Representative delivered to Buyer an Objections Statement on March 15, 2022 (the “Prior Objections Statement”);

WHEREAS, Buyer, Sellers’ Representative and the Company entered into a letter agreement on March 1, 2022 to extend the deadline for the Sellers’ Representative to deliver the Objections Statement to Buyer by an additional 10 Business Days (the “Letter Agreement”); and

WHEREAS, in furtherance of the foregoing and in accordance with Section 13.07 of the Merger Agreement, the parties hereto desire to amend the terms of the Merger Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

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[Signature Page(s) Follow]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

BUYER:

ARCBEST CORPORATION (on behalf of itself and Molo Solutions, LLC)

By:/s/ Danny Loe​ ​

Name: Danny Loe

Title: Chief Yield Officer and President – Asset Light Logistics

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SELLERS’ REPRESENTATIVE:
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/s/ Andrew Silver​ ​

Andrew Silver

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/s/ Matt Vogrich​ ​​ ​​ ​

Matt Vogrich