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 17th, 2015 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • 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 17th, 2015 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • 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).
JOINT FILING AGREEMENTJoint Filing Agreement • July 17th, 2015 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
The name, business address, title and present principal occupation or employment of each of the directors and executive officers of LKQ Corporation are set forth below. If no address is given, the business address is 500 West Madison Street, Suite 2800, Chicago, Illinois 60661. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to LKQ Corporation. All of the persons listed below are U.S. citizens except for Sukhpal Singh Ahluwalia, who is a citizen of the United Kingdom.
