AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HD SUPPLY HOLDINGS, LLC, HD SUPPLY GP & MANAGEMENT, INC., HD SUPPLY WATERWORKS GROUP, INC., HD SUPPLY WATERWORKS, LTD., HD SUPPLY, INC., CD&R PLUMB BUYER, LLC, CD&R WATERWORKS MERGER...Agreement and Plan of Merger • August 7th, 2017 • Hd Supply, Inc. • Wholesale-durable goods • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated 14, 2017 (this “Agreement”), is made and entered into by and between HD SUPPLY HOLDINGS, LLC, a Florida limited liability company (“Holdings”), HD SUPPLY GP & MANAGEMENT, INC., a Delaware corporation (“HD GP”, and collectively with Holdings, “Sellers” and each, individually, a “Seller”), HD SUPPLY WATERWORKS GROUP, INC., a Delaware corporation (“HD Waterworks Inc.”), HD SUPPLY WATERWORKS, LTD., a Florida limited partnership (the “Company” and, together with HD Waterworks Inc., the “Acquired Companies”), CD&R PLUMB BUYER, LLC, a Delaware limited liability company (“Buyer”), CD&R WATERWORKS MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), CD&R WW, LLC, a Delaware limited liability company (“Blocker”), CD&R WW MERGER SUB, LLC, a Delaware limited liability company (“Blocker Merger Sub”), and, solely with respect to Section 9.19, HD SUPPLY, INC., a Delaware corporation (“HD Supply”). Sellers, the Acquired Com
