AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., ACCELERATE HOLDINGS CORP., ACCELERATE ACQUISITION CORP., and INVESTCORP INTERNATIONAL, INC. (as Stockholders Representative) Dated as of April 20, 2010Agreement and Plan of Merger • April 23rd, 2010 • American Tire Distributors Holdings, Inc. • Wholesale-motor vehicle supplies & new parts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 20, 2010, by and among AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC., a Delaware corporation (the “Company”), ACCELERATE HOLDINGS CORP., a Delaware corporation (“Buyer”), ACCELERATE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and INVESTCORP INTERNATIONAL, INC., solely in its capacity as a representative of the Stockholders (“Stockholders Representative”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 9.2.
