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

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

• Contract Type
  Merger Agreement
• 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”).