AGREEMENT AND PLAN OF MERGER by and among LKQ CORPORATION, KEYSTONE AUTOMOTIVE OPERATIONS, INC., KAO ACQUISITION SUB, INC. and THE COAST DISTRIBUTION SYSTEM, INC. Dated as of July 8, 2015Merger Agreement • July 9th, 2015 • Coast Distribution System Inc • Wholesale-motor vehicle supplies & new parts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 8, 2015 by and among LKQ CORPORATION, a Delaware corporation (“LKQ”), KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania corporation and a direct or indirect wholly-owned subsidiary of LKQ (“Parent”), KAO ACQUISITION SUB, INC., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Acquisition Sub”), and THE COAST DISTRIBUTION SYSTEM, INC., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 9th, 2015 • Coast Distribution System Inc • Wholesale-motor vehicle supplies & new parts • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of July 8, 2015 (this “Agreement”), among KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania corporation (“Parent”), KAO ACQUISITION SUB, INC., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Acquisition Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
