AGREEMENT AND PLAN OF MERGER BY AND AMONG LKQ CORPORATION, PIRATE MERGER SUB LLC, KPGW HOLDING COMPANY, LLC,Agreement and Plan of Merger • April 29th, 2016 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of the 26th day of February, 2016 by and among (i) LKQ Corporation, a Delaware corporation (“Parent”), (ii) Pirate Merger Sub LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), (iii) KPGW Holding Company, LLC, a Delaware limited liability company (the “Company”), (iv) solely for purposes of the Specified Equityholder Sections (as herein defined), the members of the Company signatory to this Agreement and listed on Schedule I hereto (the “Equityholder Parties”) and Kohlberg TE Investors VI, L.P., a Delaware limited partnership (“Blocker Seller” and, collectively with the Equityholder Parties, “Sellers”), and (v) solely in its capacity as the Representative hereunder, Project Pirate Representative, LLC, a Delaware limited liability company.
