SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CD&R ARROW PARENT, LLC, CD&R ARROW MERGER SUB, INC. and ANIXTER INTERNATIONAL INC. Dated as of January 1, 2020Agreement and Plan of Merger • January 2nd, 2020 • Anixter International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of January 1, 2020 (the “Execution Date”), is by and among CD&R Arrow Parent, LLC, a Delaware limited liability company (“Parent”), CD&R Arrow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Anixter International Inc., a Delaware corporation (the “Company”), and amends and restates in its entirety that certain Amended and Restated Agreement and Plan of Merger (the “First Amended and Restated Agreement”), dated as of December 23, 2019 (the “First Amendment and Restatement Execution Date”), among Parent, Merger Sub and the Company, which agreement had amended and restated in its entirety that certain Agreement and Plan of Merger (the “Original Agreement”), dated as of October 30, 2019 (the “Original Execution Date”), among Parent, Merger Sub and the Company, as amended by Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), dated as of November 21, 20
