AGREEMENT AND PLAN OF MERGER by and among NEW BREED HOLDING COMPANY, XPO LOGISTICS, INC., NEXUS MERGER SUB, INC. and NB REPRESENTATIVE, LLC, solely in its capacity as the Representative July 29, 2014Agreement and Plan of Merger • July 30th, 2014 • XPO Logistics, Inc. • Transportation services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2014, is made by and among New Breed Holding Company, a Delaware corporation (the “Company”), XPO Logistics, Inc., a Delaware corporation (“Parent”), Nexus Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and NB Representative, LLC, a Delaware limited liability company, solely in its capacity as the representative for the Company’s securityholders (the “Representative”). Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
