0001193125-15-251363 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. and REMY INTERNATIONAL, INC. Dated as of July 12, 2015

Agreement and Plan of Merger • July 13th, 2015 • Remy International, Inc. • Motor vehicle parts & accessories • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  July 13th, 2015
• Company
  Remy International, Inc.
• Industry
  Motor vehicle parts & accessories
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2015, is by and among BorgWarner Inc., a Delaware corporation (“Parent”), Band Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Remy International, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).

INDEMNIFICATION AGREEMENT

Indemnification Agreement • July 13th, 2015 • Remy International, Inc. • Motor vehicle parts & accessories • Delaware

• Contract Type
  Indemnification Agreement
• Filed
  July 13th, 2015
• Company
  Remy International, Inc.
• Industry
  Motor vehicle parts & accessories
• Jurisdiction
  Delaware

This Indemnification Agreement, dated as of , is made by Remy International, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).