THIS AGREEMENT is made on November 7, 2014 BETWEEN: RECITALS IT IS AGREED as follows:

Exhibit 10.1

THIS AGREEMENT is made on November 7, 2014

BETWEEN:

(1) Euro Car Parts Limited, a company incorporated in England with company number 2680212 and whose registered office is at Euro House Xxxxxx Road, Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx, XX0 0XX (the “Buyer”)

(2) LKQ Corporation, a company incorporated in the State of Delaware (“LKQ”); and

(3) Xxxxxxx Xxxxx Xxxxxxxxx, of The Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxxx XX0 0XX ( “SSA”); and

(4) APX Autopart Express Limited a company incorporated in England with company number 9255164 and whose registered office is at 00 Xxxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxx XX00 0XX (the "Company").

RECITALS

(A) The Buyer desires to purchase, and the Company desires to sell, certain assets owned by the Company) relating to an aftermarket vehicle parts distribution business (the “Business”).

(B) LKQ, the Buyer and SSA further desire to set forth certain other terms relating to their business relationship after the date hereof.

IT IS AGREED as follows:

1. Purchase and Sale of Assets. Effective as of the execution and delivery of this Agreement, the Company agrees to (and in consideration of the Buyer and LKQ entering into the Agreement with the Company, SSA agrees to procure that the Company will) sell and deliver to the Buyer with full title guarantee, free and clear of all liens and encumbrances of every kind, the following assets (together the “Assets”) of the Company:

a. the assets of the type listed in Schedule 1, where they are currently located at the 49 locations formerly operated by Unipart and listed in Schedule 2;

b. all of the storage and logistics racking located at the headquarters of the Company located at 00 Xxxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxx XX00 0XX (the "Headquarters"); and

c. any other fixtures and fittings (other than landlord's fixtures and fittings) currently located at the Headquarters that are capable of being removed from that location without material damage

(except in each case those listed in Schedule 3).

1.1 Save as otherwise expressly provided, the Company and SSA:

a. remain responsible for all liabilities in connection with the Business or the Assets incurred up to and including the date of this Agreement (including creditors of the Business and all outgoings, costs and expenses of the Business);

b. remain responsible for all claims in connection with the Business or Assets outstanding as at the date of this Agreement;

c. will promptly deal with the liabilities set out in section 1.1(b) and will promptly settle the claims referred to in section 1.1(b); and

a. will indemnify the Buyer against all liabilities, losses, costs, damages and expenses arising out of or in connection with the Company’s failure to comply with its obligations under section 1.1(a) and 1.1(b).

1.2 The Buyer shall ensure that the assets sold to the Buyer are removed from the relevant locations as soon as reasonably practicable after the date of this Agreement and in any event by 15 December 2014. Where they are not so removed, the Company shall (at the cost of the Buyer, where reasonably incurred) be entitled to remove the assets and dispose of them on such terms as the Company may decide. The net proceeds of sale shall be paid to the Buyer as soon as reasonably practicable.

2. Payment by the Buyer. In consideration of the transaction described in this Agreement, the Buyer shall pay to the Company £4 million by electronic funds transfer, to be sent on the business day following the date of Completion (as defined below), to the following account (or by such method as may be agreed between the Buyer and the Company):

[Personal bank account information redacted.]

3. Completion: Completion shall take place immediately following the signing of this Agreement (“Completion”) when:

a. The Company shall deliver the assets to be sold to the Buyer at the locations at which they are currently located;

b. The Buyer and SSA shall enter into the service agreement in the form set out in Schedule 4; and

c. LKQ and SSA shall enter into the indemnification agreement in the form set out in Schedule 5.

4. Warranties. The Company warrants to the Buyer that:

a. each Asset is legally and beneficially owned by the Company free from any Encumbrance;

b. the Company has full access rights to the Headquarters and the locations listed in Schedule 2 and that the Buyer shall not be obstructed or incur any liability or expense in accessing the delivered Assets for the purposes of collection pursuant to section 3(a) of this Agreement;

c. neither the Company nor so far as the Company is aware any person for whose acts the Company may in respect of the Business be contractually or vicariously liable is party to (whether as claimant, defendant or otherwise) any civil, criminal, tribunal, arbitration, administrative or other proceedings in respect of the Business or any of the Assets and, so far as the Company is aware, no such proceedings are pending or threatened; and

d. there is no outstanding or unsatisfied judgment, decree, order, award or decision of a court, tribunal, arbitrator or governmental agency against the Seller in relation to the Business and the Company is not party to any current undertaking or assurance given to a court, tribunal or any other person in connection with the determination or settlement of any claim or proceedings in relation to the Business which remains outstanding.

5. Employment of Certain Persons. The Buyer agrees that (and LKQ shall procure that) within five business days of the date of this Agreement:

a. In respect of the persons listed in Schedule 6 (the“ Returning Employees”) the Buyer will offer employment at the Buyer at a grade which is no less senior and with terms and conditions of employment including remuneration and benefits which are no less favourable than those which they previously enjoyed and with their period of continuous employment agreed to be continuous and unbroken from the date that their previous employment with the Buyer began for the purposes of calculation of their contractual rights.

b. Where the role previously occupied by a Returning Employee has been offered to another employee the Buyer will use its reasonable endeavours to offer

employment in a position similar to the one previously occupied by that Returning Employee.

c. Where the role previously occupied has not been offered to another employee, the Buyer shall offer that role to the relevant Returning Employee.

Notwithstanding the generality of the foregoing, LKQ shall, and shall procure that the Buyer shall:

a. offer Xxxxxxx Xxxxxx his former position as Director of Purchasing at the Buyer and use reasonable endeavours to try to persuade him to accept that offer; and

b. meet Xxxx Xxxxx at least once for the purpose of assessing whether he will be offered a position at the Buyer although any decision as to whether such a position shall be offered shall be at the sole discretion of LKQ.

Any offer under this section 5 shall remain open for acceptance for two weeks from the date on which such offer is received by the person to whom it is addressed.

6. Positions with LKQ and the Buyer. The Board of Directors of LKQ Corporation will nominate SSA as a Director of LKQ Corporation and procure that he becomes a director of LKQ Corporation as soon as reasonably practicable following the date of this Agreement. Such directorship shall be subject to re-election by the stockholders of LKQ Corporation at the annual meeting in May 2015 and at each subsequent annual meeting at which SSA is nominated to be a director. LKQ shall procure that SSA be appointed as a director of the Buyer as soon as reasonably practicable following the date of this Agreement with the title Executive Chairman.

7. India Venture. SSA and LKQ will discuss in good faith the establishment of a joint venture in India for the distribution of mechanical aftermarket parts.

8. Press Release. SSA shall provide to LKQ a recommended press release regarding SSA’s new positions at LKQ. The parties agree that such press release shall not be released without the consent of both SSA and LKQ.

9. Advice on this Agreement. LKQ acknowledges that Xxxxxx Xxxx has been allowed to advise SSA regarding the negotiations of this Agreement, and that no such advice has been or shall be a breach of any non-competition obligations or other restrictions of Xxxxxx Xxxx owed to LKQ, the Buyer or any company directly or indirectly connected with them.

LKQ shall procure that any member of its group, being LKQ, any of LKQ’s subsidiary undertakings and any parent undertaking of LKQ and all other subsidiary undertakings of any parent undertaking of LKQ, as construed in accordance with section 1162 of the Companies Xxx 0000, as amended (“LKQ’s Group”), shall be bound by the provisions of this section as if they were parties to this Agreement.

10. Settlement of Claims.

a. LKQ agrees that by entering into this Agreement it irrevocably waives and settles (and agrees to procure that each member of LKQ’s Group irrevocably waive and settle) any and all claims or rights which they may have against SSA, Xxxxxx Xxxx, and Returning Employees in each case arising from the establishment and operation of the business of the Company and any steps taken in preparation for such establishment and operation, provided that, for the avoidance of doubt, nothing in this section 10(a) shall in any way limit or restrict the rights of LKQ or any member of LKQ’s Group in respect of any action undertaken by any such person after the date of this Agreement.

b. SSA and the Company agree (and SSA shall procure that Xxxxxx Xxxx agrees)  to irrevocably waive and settle any and all claims or rights which they may have against LKQ and/or members of LKQ’s Group in each case arising from their employment or engagement by LKQ or any member of the LKQ Group prior to the date of this Agreement and/or in respect of any action taken by LKQ and/or each member of LKQ’s Group  in response to the establishment and operation of the business of the Company and/or in preparation for such establishment and operation.

11. Employment Liabilities

a. If the employment or any liabilities in respect of any employee of the Company other than a Returning Employee (“Transferring Employee”) transfers to LKQ, the Buyer or any member of LKQ’s Group or is alleged to have done so as a consequence of this Agreement then LKQ, the Buyer or any member of LKQ’s Group as appropriate shall upon becoming aware of such effect, or an allegation of such effect be entitled to dismiss the Transferring Employee. SSA will fully indemnify LKQ, the Buyer or any member of LKQ’s Group as appropriate against all damages, losses, costs, awards, liabilities and expenses which the they incur or suffer arising directly or indirectly in connection with the employment or termination of the employment of any Transferring Employee whether arising before, on or after the date of this Agreement (including but not limited to any claim for a failure to properly inform and consult under Transfer of Undertakings (Protection of Employment Regulations) 2006 (as amended) (“TUPE”))

b. In respect of both the Returning Employees and Transferring Employees SSA will fully indemnify LKQ, the Buyer or any member of LKQ’s Group as appropriate against all damages, losses, costs, awards, liabilities and expenses which the they incur or suffer arising directly or indirectly in connection with: (i) any failure by the Company to pay all outstanding salary and meet and fund all other contractual benefits for their period of employment with the Company up to the later of the date of this Agreement or the date upon which any Returning Employee commences employment with the Buyer; (ii) in connection with any

act or omission by the Company prior to the date of this Agreement which is deemed to have been done by LKQ, the Buyer or any member of LKQ’s Group as appropriate by virtue of TUPE; and (iii) any claim arising from the Company’s failure to inform or consult as required under Regulation 13 or 14 of TUPE; and

c. In respect of the Returning Employees provided the Buyer complies with its obligations set out in section 5 of this Agreement SSA will fully indemnify LKQ, the Buyer or any member of LKQ’s Group as appropriate against all damages, losses, costs, awards, liabilities and expenses which the they incur or suffer arising directly or indirectly as a result of an allegation that in providing terms in accordance with section 5 LKQ, the Buyer or any member of LKQ’s Group as appropriate have failed to discharge its obligations pursuant to Regulation 4(2) of TUPE.

12. Contracts (Rights of Third Parties) Xxx 0000.

a. Save as set out in sections 12(b) and 12(c) a person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of, or enjoy any benefit under, this Agreement.

b. Any third party upon whom benefits are conferred by section 9 may enjoy the benefit and enforce the terms of this section in accordance with the Contracts (Rights of Third Parties) Xxx 0000.

c. Xxxxxx Xxxx upon whom benefits are conferred by section 10(a) may enjoy the benefit and enforce the terms of this sub-section in accordance with the Contracts (Rights of Third Parties) Xxx 0000.

d. Notwithstanding this, the parties to this Agreement do not require the consent of any such person to rescind or vary this Agreement at any time, even if that variation or rescission affects the benefits conferred on any such person.

13. Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, the parties shall use all reasonable endeavours to replace the invalid or unenforceable provision by a valid and enforceable provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

14. VAT.

a. All amounts expressed in this Agreement as being payable by the Buyer are expressed exclusive of VAT which may be payable on such amounts, and the Buyer agrees to pay such amounts to the Company in accordance with section 14(b).

b. Where the Buyer is liable to pay any amount in respect of VAT to the Company (in accordance with section 14 (a)) the Buyer shall pay such amounts to the Company on 2 February 2015, provided that the Seller has produced a valid VAT invoice to the Buyer in respect of such.

15. Entire Agreement: This Agreement constitutes the entire agreement and understanding between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it does not rely on and shall have no right or remedy in respect of any warranty or representation (whether innocently or negligently made) of any person except as expressly set out in this Agreement. Nothing in this section, however, shall limit or exclude any liability for fraud.

16. Governing Law and Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with the law of England. Each party agrees that the courts of the England are to have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this Agreement. Each party irrevocably submits to the jurisdiction of the courts of England and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

Schedule 1

Type of Assets to be sold

1	Mezzanine Floors
2	Branch warehouse Racking and shelving
3	Branch Shelves for the counter
4	Label generating machine
5	Warehouse tools - Metal Cutter, strapping machine
6	Telephone Instrument and telephone exchange units
7	Fax Machine
8	Printers and multi-functional device
9	Computers, Servers, Monitors if any, Network cables
10	Routers and cabinets for routers
11	Furniture, Tables, Chairs
12	Kitchen items such as kettle, microwave, and fridge
13	Boilers
14	Heaters
15	Pallet pump trucks
16	Pallets, wooden crates, tote boxes
17	Bunds for storing oil barrels
18	Vacuum cleaner
19	Oil Barrel trailers
20	Step ladders
21	Fire extinguishers
22	First aid kit and eye wash kit
23	Safe for money storage
24	Shutters
25	Stationery
26	Cleaning equipment and cleaning agents
27	Alarm system /equipment & security cameras
28	Trolley for stock movement

Schedule 2

Locations at which assets located

1	Ashford	Xxxx 00 Xxxx Xxxxxxxxxx Xxxxxx	XX00 0XX
2	Aylesbury	Xxxx 0X Xxxx 00 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx	HP19 8UQ
3	Birmingham Aston	Units 3, 4 & 0 Xxxxx Xxxx Xxx Xxxx, Xxxxxx Xxxxxx	X0 0XX
4	Bletchley	Xxxx 0 Xxxxxx Xxxxxx, Xxxxx Xxxx	XX0 0XX
0	Xxxxxx	Xxxxxxxxx Xxxxxx	XX0 0XX
6	Bournemouth	Xxxx 00 & 00 Xxxxxx Xxxx, Xxxx Xxxx Xxx Xxx	BH11 8LZ
7	Bradford	Xxxx 0, Xxxxxxx Xxxx, Xxxxxxxxxxx Xxxxx, Xxxxxxx Trading Estate	XX0 0XX
0	Xxxxxxxx Xxxx	00 Xxxxxxx Xxxx	XX0 0XX
9	Bristol	Xxxx 00, Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx Xxxx	XX0 0XX
10	Cardiff	Xxxx 0 & 0 Xxxxxxxxx Xxx Xxx Xxx, Xxxxxxx Xxxx	CF24 1RF
11	Chelmsford	Xxxx 00, Xxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxx	XX0 0XX
00	Xxxxxxx	Xxxxxxxx Xxxxxx	XX0 0XX
13	Coventry	Xxxx X0, Xxxx Xxx Xxx, Xxxxxxxxx Xxxx	XX0 0XX
14	Crawley	Un+A19:C19it 11 & 00 Xxxxxx Xxx, Xxxxxxx Xxxxxxxxxxxxx Xxxxxxxxxxxx Xxxxxx	XX00 0XX
00	Xxxxxxx	00-00 Xxxxxxxx Xxxx	XX0 0XX
16	Dagenham	Xxxx 0X, Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx	XX00 0XX
17	Derby	0 Xxxxx Xxxxxx	XX0 0XX
00	Xxxxxx	Xxxx X0, Xxxxx Xxxx Retail & Business Park, Pity Me	XX0 0XX
19	Fareham	Xxxx 0, Xxx XX Xxxxxx, Xxxxxxxx 00, Xxxxxxxxxx Xxxx	XX00 0XX
20	Glasgow Albion	Xxxx 0X, Xxxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx	X00 0XX
00	Xxxxx	Xxxxx Xxx Xxxx	XX0 0XX
00	Xxxx	Xxxx 0, Xxxxxx Xxxxxx	XX0 0XX
23	Hull	Xxxxx 0-0 Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxxx Xxxxxx	XX0 0XX
24	Kidderminster	Xxxx 0x Xxxxxxxxxx Xxxx, Xxxxxxxxx xxxxxxxxxx Xxxxxx	XX00 0XX
25	Leeds	00 Xxxxxxxxx Xxxx	XX0 0XX
26	Leicester	Xxxxxx Xxxxx, 000 Xxxxx Xxxx	XX0 0XX
00	Xxxxxxx	Xxxxx Xxx	XX0 0XX
28	Maidstone	Xxxx 0, Xxxxx Xxx Xxxx, Xxxxxx Xxxx Xxxxxxxxxx Xxxxxx	ME20 7XB
00	Xxxxxxxxx	Xxxx 00 Xxxxxx Xxxxxxx	XX0 0XX
30	Northampton	Xxxx 00 Xxxxx Xxx, Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx	NN1 2PN
00	Xxxxxxxxxx	Xxxx 0 Xxxxxx Xxxx	XX0 0XX
00	Xxxxxxx	Xxxx 0-0 Xxxxxxxxx Xxxx	XX00 0XX
33	Portsmouth	42 & 00 Xxxxxx Xxxxxx	XX0 0XX
34	Rayleigh	00 (X0) Xxxxxxx Xxx, Xxxxxxxx	XX0 0XX

00		Xxxxxxx	Xxxx 0 Xxxxxxxx Xxx	XX0 0XX
36		Redditch	Xxxx 0 Xxxxx Xxxx	X00 0XX
37		Salford	Xxxx 0 Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx	X00 0XX
38		Salisbury	Xxxxx 0 & 0 Xxxxxx Xxxx, Xxxxxxxxxxxx Xxxxxxxxxx Xxxxxx	SP2 7QA
39		Slough	Xxxx 0 Xxxxx Xxxx Xxxx	XX0 0XX
40		Southampton	00 Xxxxxxxxx Xxxx Xxxx	XX00 0XX
41		St Albans	Xxxx 0, Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx Xxxx	XX0 0XX
00		Xxxxxxx Xxxxxx	Xxxx 0 & 0, 000 Xxxxx Xxxxxxxx Xxxx	XX0 0XX
00		Xxxxx	Xxxx X & X Xxxxx Xxxxxx	XX0 0XX
00		Xxxxxxx	Xxxx 00 Xxxxxxxxxx	XX0 0XX
45		Tottenham	Xxxx 00 Xxxxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxxx	X00 0XX
46		Watford	00 - 00 Xxxxxxxxx Xxxxxxxx	XX00 0XX
47		West Bromwich	Xxxx 0, Xxxxxxxx Xxxx, Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx	X00 0XX
48		Wolverhampton	Xxxx 0 Xxxxxx Xxxxxx	XX0 0XX
49		Woolwich	Xxxxx 0 & 0 Xxxxx 0 Xxxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx	SE18 5PQ

Schedule 3

Assets excluded from the Sale

All Office furniture in the Headquarters

All office partitions in the Headquarters

All Motor Vehicles belonging to APX

All air conditioning systems

All communications, AV and computer systems and cabling

All obligations and liabilities of SSA and the Company in respect to the Business conducted by the Company

Schedule 4

New Service Agreement for SSA

Schedule 5

Indemnification Agreement

Schedule 6

Returning Employees

Xxxxx Xxxxxxx

Xxxx Callinde

Xxxxx Sarahs

Xxx Xxxxxxxxx

Xxxx Xxxxxxx

Xxxxxx Xxxx

Xxxxxx Xxxxx

Xxxxxx Christmas

Xxxxx Xxxxxxxx

Xxxx Xxxxxxxxx

Xxxxxxxx Xxxxxxxx

Xxx Xxxxx

Xxxxxxx Rangbhotla

Xxxxxx Xxxxxxx

Xxxxx Xxxxxx

Xxxxx Xxxxxxx

Xxxxxx Xxxx

Xxxxx Xxxxxxxxx

Xxx Xxxxxx

Xxxxxx Xxxxxxxxx

Xxxx Xxxxx

Xxxxx Xxxxx

Xxxx Xxxxxxxx

Xxx Xxxxxxx

Xxxxxxxx Xxxxx (Junior)

Xxxxx Xxxx

Xxxxxxx Xxxx

Pip XX Xxxxx

Xxxx Xxxxxxxx

Xxxx Xxxxxxx

Xxxxxx Xxxxx

Xxxxx Xxxxxx

Xxxxx Xxx Xxxxxx

Xxxxx Xxxxxxx

Xxxxxxx Xxxxxxxxxx

Xxxxx Xxxxxxx  

Xxxxxxx Xxxxxxx

Xxx Xxxxxxxx  

Xxxxx Xxxx

Xxxxxxx Xxxx

Xxxxxx Xxxxxxxx

IN WITNESS whereof this Agreement has been duly executed and is intended to be and is delivered on the date first above written.

Signed by	)	/s/ Xxxxxx Xxxx
Duly authorized on behalf of	)
Euro Car Parts Limited	)
Signed by	)	/s/ Xxxxxxx Xxxxx Xxxxxxxxx
Duly authorized on behalf of	)
Xxxxxxx Xxxxx Xxxxxxxxx	)
Signed by	)	/s/ Xxxxxx X. Xxxxxx
Duly authorized on behalf of	)	Xxxxxx X. Xxxxxx
LKQ Corporation	)	Senior Vice President
Signed by	)	/s/ Xxxxxxx Xxxxx Xxxxxxxxx
Duly authorized on behalf of	)
APX Autopart Express Limited	)