AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 3rd, 2014 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Agreement and Plan of Merger, dated as of December 5, 2013 (this “Agreement”), is entered into by and among Keystone Automotive Holdings, Inc., a Delaware corporation (the “Company”), LKQ Corporation, a Delaware corporation (“Parent”), KAH Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), the undersigned stockholders of the Company (the “Stockholder Parties”), and Sphere Capital, LLC - Series A, a Delaware limited liability company, in its capacity as the representative of the Equityholders (the “Equityholders Representative”). (Unless the context otherwise makes clear, capitalized terms used in this Agreement are defined in ARTICLE XI.)
