AGREEMENT AND PLAN OF MERGER by and among SONIC AUTOMOTIVE, INC., RFJMS, INC., RFJ AUTO PARTNERS, INC. and THE RESOLUTE FUND III, L.P. AS COMPANY EQUITYHOLDER REPRESENTATIVE Dated as of September 17, 2021Merger Agreement • September 22nd, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 17, 2021, is made and entered into by and among Sonic Automotive, Inc., a Delaware corporation (“Parent”), RFJMS, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Parent (“Merger Sub”), RFJ Auto Partners, Inc., a Delaware corporation (the “Company”), and The Resolute Fund III, L.P., solely in its capacity as the Company Equityholder Representative (as hereinafter defined). Parent, Merger Sub, the Company and the Company Equityholder Representative are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
