S-4

As filed with the Securities and Exchange Commission on September 1, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LKQ CORPORATION*

(Exact Name of Registrant as Specified in its Charter)

Delaware	5010	36-4215970
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

500 West Madison Street, Suite 2800

Chicago, IL 60661

(312) 621-1950

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew J. McKay

Senior Vice President, General Counsel and Corporate Secretary

LKQ Corporation

500 West Madison Street, Suite 2800

Chicago, Illinois 60661

(312) 621-1950

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Kenneth A. Peterson, Jr., Esq.

Carrie C. McNally, Esq.

Jason R. Schendel, Esq.

Sheppard, Mullin, Richter & Hampton LLP

321 North Clark Street, 32nd Floor

Chicago, Illinois 60602

(312) 499-6300

* The additional registrants listed on Schedule A on the next page are also included in this Form S-4 Registration Statement as additional registrants.

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective. 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrant (1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
A&A Auto Parts Stores, Inc.	Pennsylvania	5010	23-3001870
American Recycling International, Inc.	California	5010	95-3072886
Assured Quality Testing Services, LLC	Delaware	5010	83-3543723
Automotive Calibration & Technology Services, LLC	Delaware	5010	N/A
DriverFx.com, Inc.	Delaware	5010	52-2204596
Global Powertrain Systems, LLC	Delaware	5010	45-4796772
KAIR IL, LLC	Illinois	5010	27-2172437
KAO Logistics, Inc.	Pennsylvania	5010	46-1628386
KAO Warehouse, Inc.	Delaware	5010	46-1799101
Keystone Automotive Industries, Inc.	California	5010	95-2920557
Keystone Automotive Operations, Inc.	Pennsylvania	5010	23-2950980
Keystone Automotive Operations of Canada, Inc.	Delaware	5010	86-9884627
KPGW Canadian Holdco, LLC	Delaware	5010	26-3412558
LKQ Auto Parts of Central California, Inc.	California	5010	95-2907390
LKQ Best Automotive Corp.	Delaware	5010	01-0550489
LKQ Central, Inc.	Delaware	5010	48-1140432
LKQ Foster Auto Parts, Inc.	Oregon	5010	93-0510648
LKQ Investments, Inc.	Delaware	5010	82-1373924
LKQ Lakenor Auto & Truck Salvage, Inc.	California	5010	36-4261867
LKQ Midwest, Inc.	Delaware	5010	31-1692164
LKQ Northeast, Inc.	Delaware	5010	32-0025173
LKQ Pick Your Part Central, LLC	Delaware	5010	20-8081775
LKQ Pick Your Part Midwest, LLC	Delaware	5010	31-1692164
LKQ Pick Your Part Southeast, LLC	Delaware	5010	47-0916179
LKQ Southeast, Inc.	Delaware	5010	59-2238605
LKQ Taiwan Holding Company	Illinois	5010	80-0565845
LKQ Trading Company	Delaware	5010	27-1915301
North American ATK Corporation	California	5010	95-3719642
Pick-Your-Part Auto Wrecking	California	5010	95-3406551
Potomac German Auto, Inc.	Maryland	5010	52-1637030
Redding Auto Center, Inc.	California	5010	36-4261871
Warn Industries, Inc.	Delaware	5010	93-1292050

(1) The address for the principal executive offices of each of the additional registrants is 500 West Madison Street, Suite 2800, Chicago, IL 60661, and the telephone number for each of the additional registrants is (312) 621-1950.

The information in this prospectus is not complete and may be changed. We may not issue the exchange notes in the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

Subject to Completion, dated September 1, 2023

PROSPECTUS

LKQ Corporation

Offers to Exchange the Registered Notes Set Forth Below that

Have Been Registered Under the Securities Act of 1933, as

Amended, for Any and All Outstanding

Restricted Notes Set Forth Opposite the Corresponding

Registered Notes

Registered/Exchange Notes	Restricted/Original Notes
$800,000,000 5.750% Senior Notes due 2028	$800,000,000 5.750% Senior Notes due 2028
$600,000,000 6.250% Senior Notes due 2033	$600,000,000 6.250% Senior Notes due 2033

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $800.0 million aggregate principal amount of registered 5.750% Senior Notes due 2028 (the “2028 exchange notes”) for any and all of our $800.0 million aggregate principal amount of unregistered 5.750% Senior Notes due 2028 that were issued in a private placement on May 24, 2023 (the “2028 original notes”). We are also offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $600.0 million aggregate principal amount of registered 6.250% Senior Notes due 2033 (the “2033 exchange notes” and, together with the 2028 exchange notes, the “exchange notes”) for any and all of our $600.0 million aggregate principal amount of unregistered 6.250% Senior Notes due 2033 that were issued in a private placement on May 24, 2023 (the “2033 original notes” and, together with the 2028 original notes, the “original notes”). Each series of the exchange notes are substantially identical to the original notes of such series, except the exchange notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and the transfer restrictions and registration rights, and related additional interest provisions, applicable to the original notes will not apply to the exchange notes. Each series of the exchange notes will represent the same debt as the original notes of such series, and we will issue the exchange notes under the same indenture under which the original notes were issued. As with the original notes, the exchange notes are fully and unconditionally guaranteed by the guarantors of the original notes.

We refer to the original notes and the exchange notes collectively in this prospectus as the “notes.” We refer to the exchange offer described in the immediately preceding paragraph as the “exchange offer.”

The 2028 original notes sold pursuant to Rule 144A under the Securities Act bear the CUSIP number 501889 AC3, and the 2028 original notes sold pursuant to Regulation S under the Securities Act bear the CUSIP number U5463T AB8. The 2033 original notes sold pursuant to Rule 144A under the Securities Act bear the CUSIP number 501889 AE9, and the 2033 original notes sold pursuant to Regulation S under the Securities Act bear the CUSIP number U5463T AC6.

Terms of the Exchange Offer

•The exchange offer expires at 5:00 p.m., New York City time, on , 2023, unless we extend it.

•The exchange offer is subject to customary conditions, which we may waive.

•We will exchange all original notes of a series that are validly tendered and not withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes of such series.

•You may withdraw your tender of original notes at any time prior to the expiration of the exchange offer.

•If you fail to tender your original notes, you will continue to hold unregistered, restricted securities, and it may be difficult to transfer them.

•We believe that the exchange of original notes for exchange notes will not be a taxable transaction for U.S. federal income tax purposes, but you should see the discussion under the caption “Certain Material United States Federal Income Tax Considerations” for more information.

•We will not receive any proceeds from the exchange offer.

The exchange offer involves risks. See “Risk Factors” beginning on page 10 for a discussion of certain factors that you should consider before deciding to tender the original notes in the exchange offer as well as the risk factors and other information contained herein or in the documents incorporated by reference in this prospectus.

Each broker-dealer that receives the exchange notes for its own account pursuant to this exchange offer must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

There is no established trading market for the original notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system and, therefore, no active public market is anticipated.

Neither LKQ Corporation nor any of its affiliates makes any recommendation as to whether or not holders of original notes should exchange their series of original notes for the corresponding series of exchange notes in response to the exchange offer.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2023.

TABLE OF CONTENTS

	Page
Cautionary Statement Regarding Forward-Looking Statements	i
Currency Presentation	iv
Trademarks, Service Marks and Copyrights	iv
Summary	1
Risk Factors	10
Supplemental Guarantor Financial Information	18
Use of Proceeds	19
Capitalization	20
Description of Certain Indebtedness	21
The Exchange Offer	25
Description of the Exchange Notes	33
Book-Entry, Delivery and Form	51
Certain Material United States Federal Income Tax Considerations	53
Certain Benefit Plan Investor Considerations	54
Plan of Distribution	55
Legal Matters	55
Experts	56
Where You Can Find Additional Information	56

THIS PROSPECTUS INCORPORATES BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. WE ARE RESPONSIBLE ONLY FOR THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, WE TAKE NO RESPONSIBILITY FOR ANY SUCH INFORMATION. THIS PROSPECTUS MAY BE USED ONLY FOR THE PURPOSE FOR WHICH IT HAS BEEN PREPARED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE APPLICABLE DOCUMENT. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

WE ARE NOT MAKING THIS EXCHANGE OFFER TO, NOR WILL WE ACCEPT SURRENDERS FOR EXCHANGE FROM, HOLDERS OF ORIGINAL NOTES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER WOULD VIOLATE SECURITIES OR BLUE SKY LAWS OR WHERE IT IS OTHERWISE UNLAWFUL.

You can obtain documents incorporated by reference in this prospectus, other than some exhibits to those documents, by requesting them in writing or by telephone from us at the following:

LKQ Corporation

Attention: Corporate Secretary

500 West Madison Street, Suite 2800

Chicago, IL 60661

(312) 621-1950

You will not be charged for any of the documents that you request.

In order to ensure timely delivery of the requested documents, requests should be made no later than , 2023, which is five business days before the date this exchange offer expires. In the event that we extend the exchange offer, we urge you to submit your request at least five business days before the expiration date, as extended.

No person should construe anything in this prospectus as legal, business or tax advice. Each person should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the exchange offer under applicable legal investment or similar laws or regulations.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements and information contained in or incorporated by reference into this prospectus that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act. Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. Words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “believe,” “if,” “estimate,” “intend,” “project” and similar words or expressions are used to identify these forward-looking statements. These statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from those anticipated or implied in the forward-looking statements. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual results to differ from the results predicted or implied by our forward-looking statements include those identified in this prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2022, as may be amended or supplemented in other documents we file with the SEC from time to time, which are incorporated by reference herein (including under the sections hereof and thereof entitled “Risk

i

Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”). These factors include the following (not necessarily in order of importance):

• our operating results and financial condition have been and will likely continue to be adversely affected by the COVID-19 pandemic and could be adversely affected by other public health emergencies;

•     our operating results and financial condition have been and could continue to be adversely affected by the economic, political and social conditions in North America, Europe, Taiwan and elsewhere, as well as the economic health of vehicle owners and numbers and types of vehicles sold;

•     we face competition from local, national, international, and internet-based vehicle products providers, and this competition could negatively affect our business;

•     we rely upon our customers and insurance companies to promote the usage of alternative parts;

•     intellectual property claims relating to aftermarket products could adversely affect our business;

•     if the number of vehicles involved in accidents or being repaired declines, or the mix of the types of vehicles in the overall vehicle population changes, our business could suffer;

•     fluctuations in the prices of metals and other commodities could adversely affect our financial results;

•     an adverse change in our relationships with our suppliers, disruption to our supply of inventory, or the misconduct, performance failures or negligence of our third party vendors or service providers could increase our expenses, impede our ability to serve our customers, and/or expose us to liability;

•     if we determine that our goodwill or other intangible assets have become impaired, we may incur significant charges to our pre-tax income;

•     we could be subject to product liability claims and involved in product recalls;

•     we may not be able to successfully acquire new businesses or integrate acquisitions, including our acquisition of Uni-Select (as defined herein) (the "Uni-Select Acquisition"), and we may not be able to successfully divest certain businesses (including Uni-Select's GSF Car Parts segment) on acceptable terms or at all;

•     we have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business;

•     the Euro Notes (2024) (as defined herein), the Euro Notes (2028) (as defined herein), and the exchange notes offered hereby do not impose any limitations on our ability to incur additional debt or protect against certain other types of transactions, and we may incur additional indebtedness under our Senior Unsecured Credit Agreement (as defined herein) subject to certain limitations;

•     our Senior Unsecured Credit Agreement imposes operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities;

•     we may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful;

•     our future capital needs may require that we seek to refinance our debt or obtain additional debt or equity financing, events that could have a negative effect on our business;

•     our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly;

•     repayment of our indebtedness is dependent on cash flow generated by our subsidiaries;

•     a downgrade in our credit rating would impact our cost of capital;

ii

•     the amount and frequency of our share repurchases and dividend payments may fluctuate;

•     existing or new laws and regulations, or changes to enforcement or interpretation of existing laws or regulations, may prohibit, restrict or burden the sale of aftermarket, recycled, refurbished or remanufactured products;

•     we are subject to environmental regulations and incur costs relating to environmental matters;

•     we may be adversely affected by legal, regulatory or market responses to global climate change;

•     our Amended and Restated Bylaws provide that the courts in the State of Delaware are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees and may increase costs to our stockholders;

•     our effective tax rate could materially increase as a consequence of various factors, including U.S. and/or international tax legislation, applicable interpretations and administrative guidance, our mix of earnings by jurisdiction, and U.S. and foreign jurisdictional audits;

•     if significant tariffs or other restrictions are placed on products or materials we import or any related counter-measures are taken by countries to which we export products, our revenue and results of operations may be materially harmed;

•     governmental agencies may refuse to grant or renew our operating licenses and permits;

•     our employees are important to successfully manage our business and achieve our objectives and the loss of our key employees could impede the achievement of our business objectives;

•     we operate in foreign jurisdictions which exposes us to foreign exchange and other risks;

•     our business may be adversely affected by union activities and labor and employment laws;

•     we rely on information technology and communication systems in critical areas of our operations and a disruption relating to such technology could harm our business;

•     the costs of complying with the requirements of laws pertaining to the privacy and security of personal information and the potential liability associated with the failure to comply with such laws could materially adversely affect our business and results of operations;

•    business interruptions in our distribution centers or other facilities may affect our operations, the function of our computer systems, and/or the availability and distribution of merchandise, which may affect our business;

•     if we experience problems with our fleet of trucks and other vehicles, our business could be harmed;

•     we may lose the right to operate at key locations which may materially adversely affect our business and results of operations;

•     activist investors could cause us to incur substantial costs, divert management’s attention, and have an adverse effect on our business;

•     inaccuracies in the data relating to our industry published by independent sources upon which we rely may cause our management to make decisions which have detrimental impacts on our business;

•     currency fluctuations in the U.S. dollar, Canadian dollar, pound sterling and Euro versus other currencies may adversely affect our results of operations;

•     volatility in the banking industry and any reaction to such volatility that may cause a change in how we conduct our operations;

iii

•     our ability to repurchase the exchange notes in the event of a change of control as required by the indenture; and

•     other factors described in this prospectus and in the documents which are incorporated herein by reference.

It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur.

You should read this prospectus, the documents incorporated by reference into this prospectus, and the documents we have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

CURRENCY PRESENTATION

In this prospectus, all references to “U.S. dollars” and “$” are to the lawful currency of the United States, all references to “Canadian dollars” and “CAD” are to the lawful currency of Canada and all references to “Euro,” “EUR” or “€” are to the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. The exchange rate for Canadian dollars, as reported by Bloomberg, L.P., was approximately CAD 1.32 per $1.00 as of June 30, 2023. The exchange rate for Euros, as reported by Bloomberg, L.P., was approximately EUR 0.92 per $1.00 as of June 30, 2023. We make no representation that the Canadian dollar or Euro amount referred to above could have been or could, in the future, be converted into U.S. dollars at any particular rate, if at all.

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, tradenames and copyrights referred to in this prospectus are listed without the ©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and tradenames.

iv

SUMMARY

This summary highlights significant aspects of our business and the exchange offer, but it is not complete and may not contain all of the information that may be important to you. You should read this entire prospectus and the documents incorporated by reference herein carefully, including our historical financial statements and the related notes thereto, and especially the information presented under the headings “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

In this prospectus, unless otherwise indicated or the context otherwise requires, references to the terms “we,” “us,” “our,” “LKQ,” and the “Company” refer to LKQ Corporation and its subsidiaries and joint ventures.

Our Company

We are a global distributor of vehicle products, including replacement parts, components and systems used in the repair and maintenance of vehicles, and specialty vehicle aftermarket products and accessories to improve the performance, functionality and appearance of vehicles.

Buyers of vehicle replacement products have the option to purchase from primarily five sources: new products produced by original equipment manufacturers (“OEMs”); new products produced by companies other than the OEMs, which are referred to as aftermarket products; recycled products obtained from salvage and total loss vehicles; recycled products that have been refurbished; and recycled products that have been remanufactured. We distribute a variety of products to collision and mechanical repair shops, including aftermarket collision and mechanical products; recycled collision and mechanical products; refurbished collision products such as wheels, bumper covers and lights; and remanufactured engines and transmissions. Collectively, we refer to the four sources that are not new OEM products as alternative parts.

We are a leading provider of alternative vehicle collision replacement products and alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major markets in the United States and Canada. We are also a leading provider of alternative vehicle replacement and maintenance products in Germany, the United Kingdom, the Benelux region (Belgium, Netherlands, and Luxembourg), Italy, Czech Republic, Austria, Slovakia, Poland, and various other European countries. In addition to our wholesale operations, we operate self service retail facilities across the United States that sell recycled automotive products from end-of-life vehicles. We are also a leading distributor of specialty vehicle aftermarket equipment and accessories reaching most major markets in the United States and Canada.

Recent Developments

On August 1, 2023, we completed the previously announced acquisition of Uni-Select Inc., a corporation existing under the Business Corporations Act (Québec) (“Uni-Select”), pursuant to the Arrangement Agreement, dated as of February 26, 2023 (the “Uni-Select Agreement”), by and among LKQ, 9485-4692 Québec Inc., a corporation existing under the Business Corporations Act (Québec) and a wholly owned subsidiary of LKQ (the “Purchaser”), and Uni-Select. Pursuant to the terms and conditions of the Uni-Select Agreement, Purchaser acquired all of the issued and outstanding common shares of Uni-Select for CAD $48.00 per share in cash.

Corporate Information

LKQ Corporation was incorporated in Delaware in 1998. Our principal executive offices are located at 500 West Madison Street, Suite 2800, Chicago, Illinois 60661, and our telephone number at that address is (312) 621-1950.

Corporate Structure and Financing Arrangements

The following diagram summarizes our corporate structure and principal outstanding financing arrangements, after giving effect to the consummation of the Uni-Select Acquisition. The diagram does not include all of our subsidiaries, nor all the debt obligations thereof. For a summary of the debt obligations identified in this diagram, please refer to the sections of this prospectus entitled “Description of Certain Indebtedness,” “Description of the Exchange Notes” and “Capitalization” for further information. See also the section of this prospectus entitled “Supplemental Guarantor Financial Information.”

1

(1) Borrowers under the Senior Unsecured Credit Agreement consist of LKQ Corporation (U.S.), LKQ Delaware LLP (U.S.), Euro Car Parts Limited (GB), LKQ North-West Europe B.V. (f/k/a LKQ Netherlands B.V.) (NL), LKQ European Holdings B.V. (NL), LKQ German Holdings GmbH (DE), Stahlgruber GmbH (DE), Atracco Group AB (SE), Elit Group GmbH (CH), and LKQ Europe GmbH (CH). Other than LKQ Corporation, none of these borrowers will guarantee or otherwise be an obligor of the exchange notes offered hereby.

(2) Certain other direct and indirect domestic (U.S.) subsidiaries of LKQ Corporation are anticipated to become guarantors of the Senior Unsecured Credit Agreement, the CAD Note, the original notes, and the exchange notes offered hereby in the first calendar quarter of 2024.

Note: CA means Canada. CH means Switzerland. CZ means the Czech Republic. DE means Germany. GB means England and Wales. IT means Italy. NL means The Netherlands. SE means Sweden.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The summary historical consolidated financial information set forth below is not necessarily indicative of our future results of operations or financial condition. The following summary historical consolidated statements of income and statements of cash flows data for the years ended December 31, 2022, 2021 and 2020, and the summary historical consolidated balance sheet data as of December 31, 2022 and 2021, are derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference herein. The following summary historical consolidated statements of income and statements of cash flows data for the six months ended June 30, 2023 and 2022, and the summary historical consolidated balance sheet data as of June 30, 2023, are derived from our unaudited interim consolidated financial statements included in our Quarterly Report on Form 10-Q for the six months ended June 30, 2023, which is incorporated by reference herein. You should read this summary historical consolidated financial data together with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the six months ended June 30, 2023, and our audited and unaudited consolidated financial statements

2

incorporated by reference herein, including the accompanying notes. See “Where You Can Find Additional Information.”

Consolidated Statement of Income Data

	Six months ended June 30,				Year ended December 31,
	2023		2022		2022		2021		2020
	(unaudited)
	(in millions)
Revenue	$	6,797	$	6,689	$	12,794	$	13,089	$	11,629
Cost of goods sold	4,011		3,965		7,571		7,767		7,036
Gross margin	2,786		2,724		5,223		5,322		4,593
Selling, general and administrative expenses	1,869		1,822		3,544		3,568		3,266
Restructuring and transaction related expenses	26		7		20		20		66
(Gain) on disposal of businesses and impairment of net assets held for sale	—		(155)		(159)		—		3
Depreciation and amortization	119		120		237		260		272
Operating income	772		930		1,581		1,474		986
Total other expense, net	22		31		63		75		101
Income from continuing operations before provision for income taxes	750		899		1,518		1,399		885
Provision for income taxes	203		216		385		331		250
Equity in earnings of unconsolidated subsidiaries	5		6		11		23		5
Income from continuing operations	552		689		1,144		1,091		640
Net income from discontinued operations	—		4		6		1		—
Net income	552		693		1,150		1,092		640
Less: net income attributable to continuing noncontrolling interest	1		—		1		1		2
Net income attributable to LKQ stockholders	$	551	$	693	$	1,149	$	1,091	$	638

Consolidated Balance Sheet Data

	As of June 30,		As of December 31,
	2023		2022		2021
	(unaudited)
	(in millions)
Cash and cash equivalents	$	1,904	$	278	$	274
Current assets	6,156		4,258		4,254
Total assets	14,155		12,038		12,606
Current liabilities	3,028		2,271		2,165
Long-term operating lease liabilities, excluding current portion	1,131		1,091		1,209
Long-term obligations, excluding current portion	3,421		2,622		2,777
Total stockholders' equity	5,968		5,467		5,787
Total liabilities and stockholders' equity	14,155		12,038		12,606

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Consolidated Statement of Cash Flows Data

	Six months ended June 30,				Year ended December 31,
	2023		2022		2022		2021		2020
	(unaudited)
	(in millions)
Net cash provided by operating activities	$	703	$	737	$	1,250	$	1,367	$	1,444
Net cash (used in) provided by investing activities	(185)		265		172		(419)		(166)
Net cash provided by (used in) financing activities(1)	1,099		(985)		(1,394)		(985)		(1,513)
Depreciation and amortization	135		133		264		284		299
Purchases of property, plant and equipment	(136)		(99)		(222)		(293)		(173)

(1) Includes proceeds (net of unamortized bond discount) of $1,394 million from the issuance of the original notes for the six months ended June 30, 2023. Includes dividends paid to LKQ stockholders of $148 million and $142 million for the six months ended June 30, 2023 and June 30, 2022, respectively. Includes purchase of treasury stock of $8 million and $528 million for the six months ended June 30, 2023 and June 30, 2022, respectively. Includes dividends paid to LKQ stockholders of $284 million, $73 million, and nil for the years ended December 31, 2022, 2021 and 2020, respectively. Includes purchase of treasury stock of $1,040 million, $877 million, and $117 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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The Exchange Offer

The following summary contains basic information about the exchange offer and the exchange notes. This summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus. For a more detailed description of the exchange notes, see “Description of the Exchange Notes.” With respect to the discussion of the terms of the exchange notes on the cover page, in this summary of the exchange offer and under the caption “Description of the Exchange Notes,” the terms “LKQ,” “we,” “us,” “our,” or the “Company” refer only to LKQ Corporation, and not to any of its subsidiaries.

On May 24, 2023, we issued the 2028 original notes and the 2033 original notes in a private offering to BofA Securities, Inc., Wells Fargo Securities, LLC, Capital One Securities, Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, Truist Securities, Inc., HSBC Securities (USA) Inc., UniCredit Capital Markets LLC, BNP Paribas Securities Corp., and U.S. Bancorp Investments, Inc., whom we refer to as the “initial purchasers,” in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. We entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed, among other things, to file the registration statement of which this prospectus forms a part and to complete an exchange offer for the original notes. The following is a summary of the exchange offer.

2028 Original Notes	$800.0 million of our 5.750% Senior Notes due 2028, which we refer to as the “2028 original notes.”
2033 Original Notes	$600.0 million of our 6.250% Senior Notes due 2033, which we refer to as the “2033 original notes.” We refer to the 2028 original notes and the 2033 original notes collectively as the “original notes.”
2028 Exchange Notes	$800.0 million of our 5.750% Senior Notes due 2028, which we refer to as the “2028 exchange notes.”
2033 Exchange Notes	$600.0 million of our 6.250% Senior Notes due 2033, which we refer to as the “2033 exchange notes.” We refer to the exchange 2028 notes and the exchange 2033 notes collectively as the “exchange notes.” We refer to the original notes and the exchange notes collectively as the “notes.” The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will not contain terms with respect to additional interest, registration rights or transfer restrictions.
The Exchange Offer	We are offering exchange notes of each series in exchange for a like principal amount of our original notes of such series. You may tender your original notes of a series for exchange notes of such series by following the procedures described under the heading “The Exchange Offer.”
Expiration Date; Withdrawal	The exchange offer will expire at 5:00 p.m., New York City time, on , 2023, unless we extend it. You may withdraw any original notes that you tender for exchange at any time prior to the expiration of this exchange offer. See “The Exchange Offer—Terms of the Exchange Offer” for a more complete description of the tender and withdrawal period.
Conditions to the Exchange Offer	The exchange offer is subject to the condition that the exchange offer does not violate any applicable law or any interpretations of the staff of the SEC. However, the exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered in the exchange offer.

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Procedures for Tendering Original Notes	To participate in the exchange offer, you must properly complete and duly execute a letter of transmittal, which accompanies this prospectus, and transmit it, along with all other documents required by such letter of transmittal, to the exchange agent on or before the expiration date at the address provided on the cover page of the letter of transmittal. In the alternative, you can tender your original notes by book-entry delivery following the procedures described in this prospectus, whereby you will agree to be bound by the letter of transmittal and we may enforce the letter of transmittal against you. If a holder of original notes desires to tender such original notes and the holder’s original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected pursuant to the guaranteed delivery procedures described in this prospectus. See “The Exchange Offer—How to Tender Original Notes for Exchange.”
United States Federal Income Tax Consequences	Your exchange of original notes for exchange notes to be issued in the exchange offer is not expected to result in any gain or loss to you for U.S. federal income tax purposes. See “Certain Material United States Federal Income Tax Considerations.”
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Consequences of Failure to Exchange Your Original Notes	Original notes not exchanged in the exchange offer will continue to be subject to the restrictions on transfer that are described in the legend on the original notes. In general, you may offer or sell your original notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not currently intend to register the original notes under the Securities Act.
Resales of the Exchange Notes	Based on interpretations of the staff of the SEC set forth in no-action letters issued to third parties, we believe that you may offer for sale, resell or otherwise transfer the exchange notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if: • you are not a broker-dealer tendering notes acquired directly from us; • you acquire the exchange notes issued in the exchange offer in the ordinary course of your business; • you are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the exchange notes issued to you in the exchange offer; and • you are not an “affiliate”, as that term is defined in Rule 405 of the Securities Act, of ours. If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a compliant prospectus or without qualifying for an exemption from registration, you may incur liability under the Securities Act. We will not be responsible for, or indemnify you against, any liability you incur. Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for original notes which it acquired through market-making or other trading activities must acknowledge that it will deliver this prospectus when it resells or transfers any exchange notes issued in the exchange offer. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers.

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Acceptance of Original Notes and Delivery of Exchange Notes	Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all original notes properly tendered prior to the expiration of the exchange offer. We will complete the exchange offer and issue the exchange notes promptly after the expiration of the exchange offer.
Exchange Agent	U.S. Bank Trust Company, National Association, the trustee under the indenture governing the notes, is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth under the heading “The Exchange Offer—The Exchange Agent.”

The Exchange Notes

The exchange offer applies to the 2028 original notes outstanding as of the date hereof and the 2033 original notes outstanding as of the date hereof. The form and terms of the exchange notes of each series will be identical in all respects to the form and the terms of the original notes of such series except that the exchange notes:

•will have been registered under the Securities Act;

•will not be subject to restrictions on transfer under the Securities Act;

•will not be entitled to the registration rights that apply to the original notes; and

•will not be subject to any increase in annual interest rate as described below under “The Exchange Offer—Purpose of the Exchange Offer.”

The exchange notes evidence the same debt as the original notes exchanged for the exchange notes and will be entitled to the benefits of the same indenture under which the original notes were issued, which is governed by New York law.

The following is a brief summary of the principal terms of the exchange notes. For a more complete description of the terms of the exchange notes and the terms and provisions of the indenture that govern the original notes and will govern the exchange notes, see “Description of the Exchange Notes.”

Issuer	LKQ Corporation
Notes Offered	$800,000,000 aggregate principal amount of 5.750% Senior Notes due 2028, which we refer to as the “2028 exchange notes;” and $600,000,000 aggregate principal amount of 6.250% Senior Notes due 2033, which we refer to as the “2033 exchange notes.” We refer to the 2028 exchange notes and the 2033 exchange notes collectively as the “exchange notes.”
Maturity	The 2028 exchange notes will mature on June 15, 2028. The 2033 exchange notes will mature on June 15, 2033.
Interest	Interest on the 2028 exchange notes will accrue at a rate of 5.750% per annum. Interest on the 2033 exchange notes will accrue at a rate of 6.250% per annum. We will pay interest on the exchange notes semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2023.

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Guarantees

The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our wholly owned domestic subsidiaries that guarantee the obligations under the Senior Unsecured Credit Agreement and the CAD Note (each, as defined below). See “Description of the Exchange Notes—Ranking” and “Description of Certain Indebtedness.” The guarantor subsidiaries, without giving effect to the Uni-Select Acquisition, represented approximately 50% and 61% of our revenue and income from continuing operations, respectively, for the six months ended June 30, 2023, and represented approximately 51% and 52% of our total assets and total liabilities, respectively, as of June 30, 2023 (excluding, in each case, intercompany amounts). The guarantor subsidiaries, without giving effect to the Uni-Select Acquisition, represented approximately 52% and 71% of our revenue and income from continuing operations, respectively, for the year ended December 31, 2022, and represented approximately 47% and 42% of our total assets and total liabilities, respectively, as of December 31, 2022 (excluding, in each case, intercompany amounts).

Ranking

The exchange notes offered hereby and the guarantees thereof will be our and the subsidiary guarantors’ senior unsecured obligations, and will: • rank equally in right of payment with all of our and each subsidiary guarantor’s existing and future senior unsecured indebtedness; • rank senior in right of payment to all of our and each subsidiary guarantor’s existing and future subordinated indebtedness; • be effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness to the extent of the lesser of the obligations secured by such assets and the value of the assets securing such indebtedness; and • be structurally subordinated to all liabilities (including trade payables) of our and the subsidiary guarantors’ existing and future subsidiaries that do not guarantee the notes. As of June 30, 2023, our total long-term debt was approximately $4.0 billion (approximately $72 million of which was secured debt), and we had approximately $700 million of availability under the Senior Unsecured Credit Agreement (after giving effect to approximately $74 million of letters of credit outstanding). In addition, as of June 30, 2023, our subsidiaries that will not guarantee the original notes or the exchange notes had approximately $1.6 billion of outstanding indebtedness (which includes $742 million of borrowings under the Senior Unsecured Credit Agreement by our subsidiaries that are borrowers under the Senior Unsecured Credit Agreement). In connection with the closing of the Uni-Select Acquisition, we borrowed approximately $531 million under the CAD Note on July 31, 2023. The remaining approximately $1.6 billion required to fund the purchase price for the Uni-Select Acquisition (amount is exclusive of any proceeds to be received in connection with the anticipated divestiture of Uni-Select’s GSF Car Parts segment) was funded with a combination of proceeds from the original notes (which were held in an escrow account pending closing of the Uni-Select Acquisition on August 1, 2023), borrowings on the revolving credit facilities under our Senior Unsecured Credit Agreement, and cash-on-hand.

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Optional Redemption	We may redeem some or all of the exchange notes of either series at any time and from time to time at the applicable redemption prices described under the heading “Description of the Exchange Notes—Optional Redemption.”
Special Mandatory Redemption	The 2033 original notes were subject to a special mandatory redemption provision which would have applied to the 2033 exchange notes if the Uni-Select Acquisition was not consummated, or the Uni-Select Agreement was terminated, on or prior to November 27, 2023 (subject to potential extension). The Uni-Select Acquisition was consummated on August 1, 2023 and, therefore, the 2033 exchange notes will not be subject to the special mandatory redemption provision that applied to the 2033 original notes.
Change of Control Repurchase Event	In the event of a change of control triggering event as described herein, we will be required to offer to repurchase the exchange notes of each series at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase. See “Description of the Exchange Notes—Change of Control.”
Further Issues of Notes	We may, from time to time, without notice to or the consent of the holders of the exchange notes, issue additional notes of either series and create and issue additional series of debt securities having the same terms as and ranking equally and ratably with the exchange notes of such series in all respects, as described under “Description of the Exchange Notes—Further Issuances of Notes.”
No Listing	No series of the exchange notes will be listed on any national securities exchange.
Form and Denominations	Each series of the exchange notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The exchange notes will be book-entry only and registered in the name of a nominee of The Depository Trust Company (“DTC”).
Governing Law	The exchange notes, the guarantees, and the indenture are governed by, and construed in accordance with, the laws of the State of New York.
Trustee	U.S. Bank Trust Company, National Association
Risk Factors	Investing in the exchange notes involves substantial risks. You should carefully consider the risk factors set forth under the caption “Risk Factors,” as well as other information included and incorporated by reference into this prospectus prior to making an investment in the exchange notes. See “Risk Factors” beginning on page 10.

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RISK FACTORS

You should carefully consider the risk factors and uncertainties described below and other information included and incorporated by reference in this prospectus in evaluating us, our business and your participation in the exchange offer. If any of the events described below occur, our business, financial condition, operating results and prospects could be materially adversely affected, which, in turn, could adversely affect the trading price of the exchange notes and our ability to repay the exchange notes.

Risks Relating to Our Business

For a discussion of risks related to our business and operations, please see “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2022, which is incorporated by reference in this prospectus, as well as disclosures contained in our other filings with the SEC.

Risks Relating to the Exchange Offer

The exchange offer may not be consummated.

The exchange offer is subject to the condition that the exchange offer does not violate any applicable law or any interpretations of the staff of the SEC. Even if the exchange offer is completed, it may not be completed on the time schedule described in this prospectus. Accordingly, holders of original notes participating in the exchange offer may have to wait longer than expected to receive the exchange notes, during which time those holders will not be able to effect transfers of their original notes tendered in the exchange offer.

You must comply with the exchange offer procedures in order to receive exchange notes.

We will not accept your original notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of the exchange offer only after timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your original notes. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your original notes, we will not accept your original notes for exchange. Neither we nor the exchange agent is required to notify you of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

You may have difficulty selling the original notes that you do not exchange.

If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your original notes described in the legend on your original notes. The restrictions on transfer of your original notes arise because we issued the original notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the original notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except as required by the registration rights agreement, we do not intend to register the original notes under the Securities Act. The tender of original notes under the exchange offer will reduce the principal amount of the original notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any original notes that you continue to hold following completion of the exchange offer. Additionally, if a large number of original notes are exchanged for exchange notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged original notes because there will be fewer original notes outstanding. See “The Exchange Offer—Consequences of Failure to Exchange Original Notes.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC No-Action Letter available on May 13, 1988, Morgan Stanley & Co., Incorporated, SEC No-Action Letter available June 5, 1991 and Shearman & Sterling, SEC No-Action Letter available July 2, 1993, we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery

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requirements of the Securities Act. However, in some instances described in this prospectus under "Plan of Distribution," you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

Risks Relating to our Indebtedness, our Financial Structure and the Exchange Notes

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

As of June 30, 2023, we had (a) approximately $4.0 billion of total long-term debt outstanding ($72 million of which was secured), including $1.4 billion aggregate principal amount of the original notes, €500 million ($545 million) aggregate principal amount of 3.875% senior notes due April 1, 2024 (the “Euro Notes (2024)”), €250 million ($273 million) of 4.125% senior notes due 2028 (the “Euro Notes (2028)”), $500 million drawn of term loans under the Senior Unsecured Credit Agreement, and $1,226 million drawn of the revolving credit facilities under the Senior Unsecured Credit Agreement, and (b) $700 million of availability under the Senior Unsecured Credit Agreement (after giving effect to approximately $74 million of letters of credit outstanding). In connection with the closing of the Uni-Select Acquisition, we borrowed approximately $531 million under the CAD Note on July 31, 2023. The remaining approximately $1.6 billion required to fund the purchase price for the Uni-Select Acquisition (amount is exclusive of any proceeds to be received in connection with the anticipated divestiture of Uni-Select’s GSF Car Parts segment) was funded with a combination of proceeds from the original notes (which were held in an escrow account pending closing of the Uni-Select Acquisition on August 1, 2023), borrowings on the revolving credit facility under our Senior Unsecured Credit Agreement, and cash-on-hand. Under the Senior Unsecured Credit Agreement, the Credit Agreement Revolving Loans have a maturity date of January 5, 2028, and the Credit Agreement Term Loan has a maturity date of January 5, 2026. The maturity date of the Credit Agreement Revolving Loans can be extended for up to two years in one-year increments. The maturity date of the Credit Agreement Term Loan can be extended for one year. The CAD Note matures three years after the date of funding. Our significant amount of debt and our debt service obligations could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position.

For example, our debt and our debt service obligations could:

•     increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest;

•     require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

•     limit our flexibility in planning for, or reacting to, changes in our business and industry;

•     place us at a disadvantage compared to competitors that may have proportionately less debt;

•     limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

•     increase our cost of borrowing.

In addition, if we or our subsidiaries incur additional debt, the risks associated with our substantial leverage and the ability to service such debt would increase.

The indentures governing our notes do not impose any limitations on our ability to incur additional debt or protect against certain other types of transactions, and we may incur additional indebtedness under our credit agreements.

The indentures governing the Euro Notes (2024) and the Euro Notes (2028) and the indenture that governs the original notes and the exchange notes offered hereby do not restrict the future incurrence of unsecured indebtedness, guarantees or other obligations. The indentures governing our Euro Notes (2024) and Euro Notes (2028) and the indenture that governs the original notes and the exchange notes offered hereby contain certain limitations on our ability to incur liens on assets, and the indentures governing our Euro Notes (2024) and Euro Notes (2028) and the indenture that governs the original notes and the exchange notes offered hereby contain certain limitations on our ability to engage in sale and leaseback transactions. However, these limitations are subject to important exceptions. In addition, the indentures do not contain many other restrictions, including certain restrictions contained in the Senior Unsecured Credit Agreement and the CAD Note, including, without limitation, making investments, prepaying subordinated indebtedness or engaging in transactions with our affiliates.

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The Senior Unsecured Credit Agreement and the CAD Note permit, subject to specified conditions and limitations, the incurrence of a significant amount of additional indebtedness. If we or our subsidiaries incur additional debt, the risks associated with our substantial leverage and the need to service such debt would increase.

The Senior Unsecured Credit Agreement and the CAD Note impose operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.

Our Senior Unsecured Credit Agreement and CAD Note impose operating and financial restrictions on us. These restrictions may limit our ability, among other things, to:

•     incur, assume or permit to exist additional indebtedness (including guarantees thereof) outside of the Senior Unsecured Credit Agreement and the CAD Note;

•     incur liens on assets;

•     engage in transactions with affiliates;

•     sell certain assets or merge or consolidate with or into other companies;

•     guarantee indebtedness; and

•     alter the business we conduct.

As a result of these covenants and restrictions, we may be limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur or changes we make to existing indebtedness could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants. The failure to comply with any of these covenants would cause a default under the applicable credit agreement. A default, if not waived, could result in acceleration of our debt, in which case the debt would become immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if new financing were available, it may be on terms that are less attractive to us than our existing credit facilities or it may be on terms that are not acceptable to us.

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we hope to realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Any future refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. Additionally, our credit agreements and the indentures that govern the Euro Notes (2024) and the Euro Notes (2028) limit the use of the proceeds from certain dispositions of our assets. As a result, our credit agreements and the indentures that govern the Euro Notes (2024) and the Euro Notes (2028) may prevent us from using the proceeds from such dispositions to satisfy all of our debt service obligations.

Our future capital needs may require that we seek to refinance our debt or obtain additional debt or equity financing, events that could have a negative effect on our business.

We may need to raise additional funds in the future to, among other things, refinance existing debt, fund our existing operations, improve or expand our operations, respond to competitive pressures, or make acquisitions. From time to time, we may raise additional funds through public or private financing, strategic alliances, or other arrangements. Funds may not be available or available on terms acceptable to us as a result of different factors, including but not limited to, turmoil in the credit markets that results in the tightening of credit conditions and current or future regulations applicable to the financial institutions from which we seek financing. If adequate funds are not available on acceptable terms, we may be unable to meet our business or strategic objectives or compete effectively. If we raise additional funds by issuing equity securities, stockholders may experience dilution of their ownership interests, and the newly issued securities may have rights superior to those of our common stock. If we raise additional funds by issuing debt, we may be subject to higher borrowing costs and further limitations on our operations. If we refinance or restructure our debt, we may incur charges to write off the unamortized portion of deferred debt issuance costs from a previous financing, or we may incur charges related to hedge ineffectiveness from our interest

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rate swap obligations. There are restrictions in the indentures that govern the Euro Notes (2024), the Euro Notes (2028), the 2028 exchange notes offered hereby, and the 2033 exchange notes offered hereby on our ability to refinance such notes prior to January 1, 2024, April 1, 2023, May 15, 2028 and March 15, 2033, respectively. We could refinance the Euro Notes (2024), the Euro Notes (2028), and the exchange notes offered hereby through open market purchases, subject to a limitation in our credit agreement on the amount of such purchases. If we fail to raise capital when needed, our business may be negatively affected.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

Borrowings under our credit agreements are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. Moreover, changes in market interest rates could affect the trading value of the Euro Notes (2024), the Euro Notes (2028), and the exchange notes offered hereby. To hedge the risk of changes in interest rates related to forecasted debt issuance to finance a portion of the Uni-Select Acquisition, in March 2023, we entered into forward-starting interest rate swaps to lock interest rates for the exchange notes offered hereby. These swaps were settled in May 2023 after issuance of the original notes, resulting in total payments of $13 million. As of June 30, 2023, on an as adjusted basis to give effect to the Uni-Select Acquisition and the borrowings under our Senior Unsecured Credit Agreement and CAD Note in connection therewith as well as the offering of the original notes and the application of the proceeds therefrom, we had an aggregate principal amount of $1.7 billion of outstanding variable rate indebtedness that was not covered by interest rate hedges.

Repayment of our indebtedness is dependent on cash flows generated by our subsidiaries.

We are a holding company and repayment of our indebtedness will be dependent upon cash flows generated by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are borrowers or guarantors of the indebtedness, our subsidiaries do not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Euro Notes (2024), Euro Notes (2028), the original notes, and the exchange notes offered hereby. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries and, under certain circumstances, distributions from our subsidiaries may be subject to taxes that reduce the amount of such distributions available to us. In the event that we do not receive sufficient distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Euro Notes (2024), the Euro Notes (2028), the original notes, and the exchange notes offered hereby.

A downgrade in our credit rating would impact our cost of capital.

Credit ratings have an important effect on our cost of capital. Credit rating agencies rate our debt securities on factors that include, among other items, our results of operations, business decisions that we make, their view of the general outlook for our industry, and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading, or downgrading the current rating or placing us on a watch list for possible future downgrading. We believe our current credit ratings enhance our ability to borrow funds at favorable rates. A downgrade in our current credit rating from a rating agency could adversely affect our cost of capital by causing us to pay a higher interest rate on borrowed funds under our credit facilities. A downgrade could also adversely affect our ability to issue debt securities in the future or incur other indebtedness upon favorable terms. If the Euro Notes (2024) or the Euro Notes (2028) are downgraded to a rating that is below investment grade by S&P or Moody’s, we may also become subject to additional covenants under the indentures governing the Euro Notes (2024) or the Euro Notes (2028), as the case may be.

The amount and frequency of our share repurchases and dividend payments may fluctuate.

The amount, timing and execution of our share repurchase program may fluctuate based on our priorities for the use of cash for other purposes such as operational spending, capital spending, acquisitions or repayment of debt. Changes in cash flows, tax laws and our share price could also impact our share repurchase program and other capital activities. Additionally, decisions to return capital to stockholders, including through our repurchase program or the issuance of dividends on our common stock, remain subject to determination of our Board of Directors that any such activity is in the best interests of our stockholders and is in compliance with all applicable laws and contractual obligations.

The right to receive payments on the notes is effectively junior to those lenders who have a security interest in our assets.

Our obligations under the exchange notes and our guarantors’ obligations under their guarantees of the exchange notes are unsecured. If we are declared bankrupt or insolvent, or if we default under any future secured indebtedness, the lenders could declare all of the funds borrowed thereunder, together with accrued interest,

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immediately due and payable. If we were unable to repay such secured indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the exchange notes, even if an event of default exists under the applicable indenture governing the exchange notes. Furthermore, if the lenders foreclose on our assets following an event of default under any future secured indebtedness and sell the pledged equity interests in any subsidiary guarantor of the Euro Notes (2024), the Euro Notes (2028), the original notes, or the exchange notes, then that guarantor will be released from its guarantee of the Euro Notes (2024), the Euro Notes (2028), the original notes, or the exchange notes offered hereby, as the case may be, automatically and immediately upon such sale. In any such event, because the Euro Notes (2024), the Euro Notes (2028), the original notes, and the exchange notes are not secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which claims by holders of the Euro Notes (2024), the Euro Notes (2028), the original notes, or the exchange notes could be satisfied or, if any assets remained, they might be insufficient to satisfy claims fully. As of June 30, 2023, on an as adjusted basis to give effect to the Uni-Select Acquisition and the borrowings under our Senior Unsecured Credit Agreement and CAD Note in connection therewith as well as the offering of the original notes and the application of the proceeds therefrom, we had approximately $72 million aggregate principal amount of secured debt outstanding and the remaining approximately $4.6 billion of our outstanding debt was unsecured. See “Description of Certain Indebtedness.”

United States federal and state statutes allow courts, under specific circumstances, to void the exchange notes, the original notes, and the guarantees, subordinate claims in respect of the exchange notes, the original notes, and the guarantees and require noteholders to return payments received from us or the guarantors.

Our direct and indirect domestic subsidiaries that are guarantors under the Senior Unsecured Credit Agreement and the CAD Note guarantee the obligations under the original notes and the exchange notes offered hereby. The issuance of the original notes and the exchange notes and the issuance of the guarantees by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, our unpaid creditors or the unpaid creditors of a guarantor. Under the federal bankruptcy laws of the United States and comparable provisions of state fraudulent transfer laws, a court may avoid or otherwise decline to enforce the exchange notes, the original notes, or a guarantor’s guarantee, or may subordinate the exchange notes and such guarantees, to our or the applicable guarantor’s existing and future indebtedness. While the relevant laws may vary from jurisdiction to jurisdiction, a court might do so if it found that when indebtedness under the exchange notes or the original notes was issued, or when the applicable guarantor entered into its guarantee, or, in some jurisdictions, when payments became due under the exchange notes, the original notes, or such guarantee, the issuer or the applicable guarantor received less than reasonably equivalent value or fair consideration and:

•     was insolvent or rendered insolvent by reason of such incurrence;

•     was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•     intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the exchange notes, the original notes or such guarantee if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the exchange notes or the original notes. Thus, if the guarantees were legally challenged, any guarantee could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than reasonably equivalent value or fair consideration. If a court were to void the issuance of the exchange notes, the original notes, or any guarantee, you would no longer have any claim against us or the applicable guarantor. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the exchange notes or the original notes. Further, the avoidance of the exchange notes or the original notes could result in an event of default with respect to our and our subsidiaries’ other debt, which could result in acceleration of that debt. The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an issuer or a guarantor, as applicable, would be considered insolvent if:

•     the sum of its debts, including contingent liabilities, was greater than the fair value of its assets;

•     the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•     it could not pay its debts as they become due.

A court might also void the exchange notes, the original notes, or a guarantee, without regard to the above factors, if the court found that the exchange notes or the original notes were incurred or issued or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. We cannot assure you as to what

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standard a court would apply in determining whether we or the guarantors were solvent at the relevant time or that a court would agree with our conclusions in this regard, or, regardless of the standard that a court uses, that it would not determine that we or a guarantor were indeed insolvent on that date; that any payments to the holders of the notes (including under the guarantees) did not constitute preferences, fraudulent transfers or conveyances on other grounds; or that the issuance of the original notes, the exchange notes and the guarantees would not be subordinated to our or any guarantor’s other debt. In addition, any payment by us or a guarantor pursuant to the exchange notes, the original notes or the guarantee could be avoided and required to be returned to us or such guarantor or to a fund for the benefit of our or such guarantor’s creditors, and accordingly the court might direct you to repay any amounts already received from us or such guarantor. Among other things, under U.S. bankruptcy law, any payment by us pursuant to the exchange notes, the original notes or by a guarantor under a guarantee made at a time we or such guarantor were found to be insolvent could be voided and required to be returned to us or such guarantor or to a fund for the benefit of our or such guarantor’s creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give such insider or outsider party more than such party would have received in a distribution under the Bankruptcy Code in a hypothetical Chapter 7 case. Although each guarantee will contain a “savings clause” intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer, this provision may not be effective as a legal matter to protect any subsidiary guarantees from being avoided under fraudulent transfer law. In that regard, in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp North America, Inc., the United States Bankruptcy Court in the Southern District of Florida held that a savings clause similar to the savings clause to be included in our indenture was unenforceable. As a result, the subsidiary guarantees were found to be fraudulent conveyances in TOUSA. The United States Court of Appeals for the Eleventh Circuit subsequently affirmed the liability findings of the bankruptcy court without ruling directly on the enforceability of savings clauses generally. If the decision of the bankruptcy court in TOUSA were followed by other courts, the risk that the guarantees would be deemed fraudulent conveyances would be significantly increased.

To the extent a court avoids the exchange notes, the original notes, or any of the guarantees as fraudulent transfers or holds the exchange notes, the original notes, or any of the guarantees unenforceable for any other reason, the holders of the original notes and the exchange notes would cease to have any direct claim against us or the applicable guarantor. If a court were to take this action, our or the applicable guarantor’s assets would be applied first to satisfy our or the applicable guarantor’s other liabilities, if any, and might not be applied to the payment of the original notes and the exchange notes. Sufficient funds to repay the original notes and the exchange notes may not be available from other sources, including the remaining guarantors, if any.

Not all of our subsidiaries will guarantee the original notes and the exchange notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the original notes and the exchange notes.

Not all of our subsidiaries will guarantee the original notes and the exchange notes. See “Summary—Corporate Structure and Financing Arrangements.” In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to the holders of the original notes and the exchange notes. Consequently, claims in respect of the original notes and the exchange notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables, borrowings by LKQ Delaware LLP and our foreign borrowers under the Senior Unsecured Credit Agreement and CAD Note, and any claims of third-party holders of preferred equity interests, if any, in our non-guarantor subsidiaries. In addition, certain of our subsidiaries located in the Czech Republic and Italy are guarantors under the Euro Notes (2024) but will not guarantee the original notes or the exchange notes and, therefore, claims in respect of the original notes and the exchange notes are also structurally subordinated to the Euro Notes (2024) for those subsidiaries located in the Czech Republic and Italy which guarantee the Euro Notes (2024) but do not guarantee the original notes and the exchange notes. For the six months ended June 30, 2023, without giving effect to the Uni-Select Acquisition, our subsidiaries that do not guarantee the original notes and will not guarantee the exchange notes represented approximately 50% and 39% of our total revenue and income from continuing operations, respectively (excluding, in each case, intercompany amounts). In addition, these non-guarantor subsidiaries represented approximately 49% and 48% of our total assets and total liabilities, respectively, as of June 30, 2023 (excluding, in each case, intercompany amounts and without giving effect to the Uni-Select Acquisition). Of these amounts, as of the same date, our subsidiaries that do not guarantee the original notes and will not guarantee the exchange notes had approximately $1.6 billion of outstanding indebtedness (which includes $742 million of borrowings under the Senior Unsecured Credit Agreement by foreign subsidiaries that are borrowers under the Senior Unsecured Credit Agreement). For the year ended December 31, 2022, without giving effect to the Uni-Select Acquisition, our subsidiaries that do not guarantee the original notes and will not guarantee the exchange notes represented approximately 48% and 29% of our total revenue and income from continuing operations, respectively (excluding, in each case, intercompany amounts). In addition, these non-guarantor subsidiaries represented approximately 53% and 58% of our total assets and total liabilities, respectively, as of December 31, 2022 (excluding, in each case, intercompany amounts and without giving effect to the Uni-Select Acquisition). Of these amounts, as of the same date, our subsidiaries that do not guarantee the original notes and will not guarantee the exchange notes had approximately $1.7 billion of outstanding indebtedness (which includes $807 million of

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borrowings under the Senior Unsecured Credit Agreement by foreign subsidiaries that are borrowers under the Senior Unsecured Credit Agreement).

We may not be able to repurchase the exchange notes upon a change of control or pursuant to an asset sale offer.

Upon a change of control, as defined in the indenture governing each series of the exchange notes, the holders of the applicable series of exchange notes will have the right to require us to offer to purchase all of the exchange notes of such series then outstanding at a price equal to 101% of their principal amount plus accrued and unpaid interest. Such a change of control would also be an event of default under our Senior Unsecured Credit Agreement and the CAD Note and would require repurchase of the Euro Notes (2024) and the Euro Notes (2028). In order to obtain sufficient funds to pay amounts due under the Senior Unsecured Credit Agreement and the CAD Note and the purchase price of the outstanding Euro Notes (2024), Euro Notes (2028) and the applicable series of exchange notes, we expect that we would have to refinance our indebtedness. We cannot assure you that we would be able to refinance our indebtedness on favorable terms, if at all. Our failure to offer to purchase all outstanding exchange notes of the applicable series or to purchase all validly tendered notes of such series would be an event of default under the indenture. Such an event of default may cause the acceleration of our other indebtedness. Our other indebtedness also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture. See “Description of the Exchange Notes—Change of Control.”

The definition of change of control in the indenture governing the exchange notes includes a phrase relating to the sale of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of each series of exchange notes to require us to repurchase its exchange notes as a result of a sale of less than all our assets to another person may be uncertain.

In addition, in certain circumstances specified in the indentures governing the Euro Notes (2024) and the Euro Notes (2028), including S&P or Moody’s withdrawal of its investment grade rating on such notes or downgrade of the rating of such notes below investment grade, we will be required to commence an asset sale offer, as defined in such indenture, pursuant to which we will be obligated to purchase certain notes at a price equal to 100% of their principal amount plus accrued and unpaid interest with the proceeds we receive from certain asset sales. Our other debt may contain restrictions that would limit or prohibit us from completing any such asset sale offer. Our failure to purchase any such notes when required under the applicable indenture would be an event of default under such indenture.

The exchange notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies.

Owners of the book-entry interests will not be considered owners or holders of exchange notes offered hereby unless and until “definitive” notes are issued in exchange for book-entry interests. Instead, we expect that the exchange notes offered hereby are issued in the form of one or more global notes, which will be deposited with the indenture trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC.

Payments of principal, interest and other amounts owing on or in respect of the exchange notes in global form will be made to the principal paying agent, which will make payments to DTC. Thereafter, such payments will be credited to DTC participants’ accounts that hold book-entry interests in the notes offered hereby in global form and credited by such participants to indirect participants. After payment to DTC, as described above, none of the Company, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments of interest, principal or other amounts to DTC, or to owners of book-entry interests. Accordingly, if you own a book-entry interest in any series of the exchange notes offered hereby, you must rely on the procedures of DTC and, if you are not a participant in DTC, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of the exchange notes offered hereby under the indenture governing the exchange notes offered hereby.

Owners of book-entry interests will not have the direct right to act upon any solicitations for consents or requests for waivers or other actions from holders of the notes offered hereby. Instead, if you own a book-entry interest, you will be reliant on the common depositary (or its nominee) (as registered holder of the exchange notes offered hereby) to act on your instructions and/or will be permitted to act directly only to the extent you have received appropriate proxies to do so from DTC or, if applicable, from a participant. We cannot assure you that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any requested actions or to take any other action on a timely basis.

Similarly, upon the occurrence of an “event of default” under and as defined in the indenture governing the exchange notes offered hereby, unless and until the definitive registered notes are issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through DTC. We cannot assure you that the procedures to be implemented through DTC will be adequate to ensure the timely exercise of rights under the exchange notes. See the section entitled “Book-Entry, Delivery and Form” in this prospectus.

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The liquidity and market value of the exchange notes may change due to a variety of factors.

The liquidity of any trading market in each series of the exchange notes, and the market price quoted for each series of the exchange notes, may be adversely affected by changes in the overall market for these types of securities, changes in interest rates, changes in our ratings, and changes in our financial performance or prospects or in the prospects for companies in our industries generally.

Risks Related to Acquisitions and Divestitures

We face risks associated with the integration of acquired businesses.

In addition to the Uni-Select Acquisition, we enter into mergers, acquisitions and strategic alliances from time to time with expected benefits including, among other things, operating efficiencies, innovation and sharing of best practices, that may allow for future growth. Achieving the anticipated or desired benefits of the Uni-Select Acquisition or our other acquisitions may be subject to a number of significant challenges and uncertainties, including, without limitation, whether unique corporate cultures will work collaboratively in an efficient and effective manner, the possibility of imprecise assumptions underlying expectations regarding potential synergies, capital requirements, and the integration process, unforeseen expenses and delays, and competitive factors in the marketplace. We could also encounter unforeseen transaction and integration-related costs or other circumstances such as unforeseen liabilities or other issues. Some of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies and the diversion of management time and attention. If we are unable to achieve our objectives within the anticipated time frame, or at all, the expected benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on our business, financial condition, results of operations or cash flows.

Divestitures and contingent liabilities from divested businesses could adversely affect our business and financial results.

We intend to divest Uni-Select’s GSF Car Parts segment. In addition, we continually evaluate the performance and strategic fit of all of our businesses and may sell other businesses or product lines from time to time. Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel, the diversion of management’s attention from other business concerns, the disruption of our business, the potential loss of key employees and the retention of uncertain contingent liabilities, including environmental liabilities, related to the divested business. When we decide to sell assets or a business, we may encounter difficulty in finding buyers or

alternative exit strategies on acceptable terms in a timely manner, which could delay the achievement of our strategic objectives. We may also dispose of a business at a price or on terms that are less desirable than we had

anticipated, which could result in significant asset impairment charges, including those related to goodwill and

other intangible assets, that could have a material adverse effect on our financial condition and results of operations. In addition, we may experience greater dis-synergies than expected, the impact of the divestiture on our revenue growth may be larger than projected, and some divestitures may be dilutive to earnings. We cannot assure you that we will be able to successfully divest Uni-Select’s GSF Car Parts segment on commercially reasonable terms or at all. We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows.

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SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The exchange notes are guaranteed on a senior, unsecured basis by each of our wholly owned domestic subsidiaries that are guarantors under our Senior Unsecured Credit Agreement and the CAD Note (each, a “subsidiary guarantor” and, together with LKQ, the “Obligor Group”). Any guarantees will be full and unconditional, and will be subject to certain conditions for release, which are further described in this prospectus under the section titled “Description of the Exchange Notes—Subsidiary Guarantees.” The subsidiaries of LKQ that will not guarantee the exchange notes are referred to herein as the “non-guarantor subsidiaries.” For a brief description of the exchange notes that we are offering hereby and the guarantees that each subsidiary guarantor is offering, see “Description of the Exchange Notes.”

We conduct our operations almost entirely through our subsidiaries. Holders of the exchange notes will have a direct claim only against the Obligor Group.

Summarized financial information is presented below for the Obligor Group (without giving effect to the Uni-Select Acquisition) on a combined basis after elimination of intercompany transactions and balances within the Obligor Group and equity in the earnings from and investments in any non-guarantor subsidiary. This summarized financial information has been prepared and presented pursuant to the SEC Regulation S-X Rule 13-01 and is not intended to present the financial position or results of operations of the Obligor Group in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

Summarized Statements of Operations (in millions)	Six Months Ended June 30, 2023		Fiscal Year Ended December 31, 2022
Revenue	$	3,436	$	6,762
Cost of goods sold	1,976		3,911
Gross margin(1)	1,460		2,851
Income from continuing operations	337		811
Net income	$	337	$	816

Summarized Balance Sheets (in millions)	June 30, 2023		December 31, 2022
Current assets	$	3,412	$	1,845
Noncurrent assets	3,872		3,797
Current liabilities	858		825
Noncurrent liabilities	3,420		2,001

(1) Guarantor subsidiaries recorded $27 million and $46 million of net sales to and $91 million and $148 million of purchases from non-guarantor subsidiaries for the six months ended June 30, 2023 and fiscal year ended December 31, 2022, respectively.

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USE OF PROCEEDS

The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer, and we have agreed to pay the expenses of the exchange offer. In exchange for each of the exchange notes, we will receive original notes in like principal amount. We will retire or cancel all of the original notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding indebtedness or any change in our capitalization.

The net proceeds from the sale of the original notes were approximately $1,385 million after the deduction of transaction fees and expenses, including initial purchaser discounts. We used those net proceeds together with borrowings under the CAD Note to finance a portion of the consideration payable by us in the Uni-Select Acquisition, including repaying existing Uni-Select indebtedness, to pay associated fees and expenses, and for general corporate purposes.

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CAPITALIZATION

The following table sets forth our unaudited consolidated cash and cash equivalents and capitalization as of June 30, 2023. You should read the following table in conjunction with the information under the heading "Summary-Summary Historical Consolidated Financial Information" and our financial statements and related notes incorporated by reference in this prospectus.

	As of June 30, 2023
	(in millions)
Cash and cash equivalents	$	1,904
Long-Term Debt
Senior Unsecured Credit Agreement—term loans payable	$	500
Senior Unsecured Credit Agreement—revolving credit facilities	1,226
Euro Notes (2024)	545
Euro Notes (2028)	273
2028 Original Notes	800
2033 Original Notes	600
Other Long-Term Debt(1)	86
Total Long-Term Debt(2)	$	4,030
Total Stockholders’ Equity	5,968
Total Capitalization	$	9,998

(1)	Includes $14 million of notes payable, $66 million of finance lease obligations, and $6 million of other debt.
(2)	Total long-term debt excludes debt issuance costs and unamortized bond discount, which are netted against this line item in the consolidated balance sheet.

In connection with the closing of the Uni-Select Acquisition, we borrowed approximately $531 million under the CAD Note on July 31, 2023. The remaining approximately $1.6 billion required to fund the purchase price for the Uni-Select Acquisition (amount is exclusive of any proceeds to be received in connection with the anticipated divestiture of Uni-Select’s GSF Car Parts segment) was funded with a combination of proceeds from the original notes (which were held in an escrow account pending closing of the Uni-Select Acquisition on August 1, 2023), borrowings on the revolving credit facilities under our Senior Unsecured Credit Agreement, and cash-on-hand.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Euro Notes (2024)

On April 14, 2016, LKQ Italia Bondco S.p.A. (“LKQ Italia”), our indirect, wholly owned subsidiary, completed an offering of €500 million aggregate principal amount of 3.875% senior notes due April 1, 2024 (the “Euro Notes (2024)”) in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act. The proceeds from the offering were used to repay a portion of the revolver borrowings under the Prior Credit Agreement (as defined below) and to pay related fees and expenses. The Euro Notes (2024) are governed by the Indenture dated as of April 14, 2016 (the “Euro Notes (2024) Indenture”) among LKQ Italia, us and certain of our subsidiaries (the “Euro Notes (2024) Subsidiaries”), the trustee, and the paying agent, transfer agent, and registrar.

Interest on the Euro Notes (2024) is payable in arrears on April 1 and October 1 of each year. The Euro Notes (2024) are fully and unconditionally guaranteed by us and the Euro Notes (2024) Subsidiaries (the “Euro Notes (2024) Guarantors”).

The Euro Notes (2024) and the related guarantees are, respectively, LKQ Italia’s and each Euro Notes (2024) Guarantor’s senior unsecured obligations and are subordinated to all of LKQ Italia’s and the Euro Notes (2024) Guarantors’ existing and future secured debt to the extent of the lesser of the debt secured by such assets and the value of the assets securing that secured debt. In addition, the Euro Notes (2024) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2024). The Euro Notes (2024) have been listed on the ExtraMOT, Professional Segment of the Borsa Italia S.p.A. securities exchange and the Global Exchange Market of Euronext Dublin.

Prior to January 1, 2024, the Euro Notes (2024) are redeemable, in whole or in part, at any time at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make whole” premium. On or after January 1, 2024, we may redeem some or all of the Euro Notes (2024) at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. We may be required to make an offer to purchase the Euro Notes (2024) upon the sale of certain assets, subject to certain exceptions (including S&P and Moody’s downgrades its ratings below investment grade), and upon a change of control. In addition, in the event of certain developments affecting taxation or under certain other circumstances which, in any case, require the payment of certain additional amounts, we may redeem the Euro Notes (2024) in whole, but not in part, at any time at a redemption price of 100% of the principal amount thereof plus accrued but unpaid interest, if any, and such certain additional amounts, if any, to the redemption date.

On May 31, 2022, Moody’s Investors Services upgraded the rating on LKQ Italia’s senior unsecured notes to Baa3 with a stable outlook. This rating upgrade, combined with the upgrade to BBB- by S&P Global Ratings in April 2022, triggered a “covenant suspension event” for purposes of the Euro Notes (2024) Indenture, and LKQ Italia and the Euro Notes (2024) Guarantors (including us) will no longer be required to comply with certain restrictive covenants set forth in the Euro Notes (2024) Indenture unless Moody’s or S&P withdraws its investment grade rating on the Euro Notes (2024) or downgrades its rating on the Euro Notes (2024) below investment grade.

Euro Notes (2026/2028)

On April 9, 2018, LKQ European Holdings B.V. (“LKQ Euro Holdings”), our wholly owned subsidiary, completed an offering of €1,000 million aggregate principal amount of senior notes. The offering consisted of €750 million aggregate principal amount of 3.625% senior notes due 2026 (the “Euro Notes (2026)”) and €250 million aggregate principal amount of 4.125% senior notes due 2028 (the “Euro Notes (2028)” and, together with the Euro Notes (2026), the “Euro Notes (2026/28)”) in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act. The proceeds from the offering, together with borrowings under our Prior Credit Agreement, were used (i) to finance a portion of the consideration paid for the Stahlgruber acquisition, (ii) for general corporate purposes and (iii) to pay related fees and expenses, including the refinancing of net financial debt. The Euro Notes (2026/28) are governed by the Indenture dated as of April 9, 2018 (the “Euro Notes (2026/28) Indenture”) among LKQ Euro Holdings, us and certain of our subsidiaries (the “Euro Notes (2026/28) Subsidiaries”), the trustee, paying agent, transfer agent, and registrar identified in the Euro Notes (2026/28) Indenture.

On April 1, 2021, we redeemed the Euro Notes (2026) at a redemption price equal to 101.813% of the principal amount of the Euro Notes (2026) plus accrued and unpaid interest thereon to, but not including, April 1, 2021. The total redemption payment was $915 million (€777 million), including an early redemption premium of $16 million (€14 million) and accrued and unpaid interest of $16 million (€14 million). In the second quarter of 2021, we recorded a loss on debt extinguishment of $24 million related to the redemption due to the early redemption premium and the write-off of the unamortized debt issuance costs.

Interest on the Euro Notes (2028) is payable in arrears on April 1 and October 1 of each year. The Euro Notes (2028) are fully and unconditionally guaranteed by us and the Euro Notes (2026/28) Subsidiaries (the “Euro Notes (2028) Guarantors”).

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The Euro Notes (2028) and the related guarantees are, respectively, LKQ Euro Holdings’ and each Euro Notes (2028) Guarantor’s senior unsecured obligations and will be subordinated to all of LKQ Euro Holdings’ and the Euro Notes (2028) Guarantors’ existing and future secured debt to the extent of the lesser of the debt secured by such assets and the value of the assets securing that secured debt. In addition, the Euro Notes (2028) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2028). The Euro Notes (2028) are listed on the Global Exchange Market of Euronext Dublin.

The Euro Notes (2028) are redeemable, in whole or in part, at any time at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date and a “make whole” premium. On or after April 1, 2023, we may redeem some or all of the Euro Notes (2028) at the applicable redemption prices set forth in the Euro Notes (2026/28) indenture. We may be required to make an offer to purchase the Euro Notes (2028) upon the sale of certain assets, subject to certain exceptions (including Moody’s and S&P rating the Euro Notes (2028) investment grade), and upon a change of control. In addition, in the event of certain developments affecting taxation or under certain other circumstances which, in any case, require the payment of certain additional amounts, we may redeem the Euro Notes (2028) in whole, but not in part, at any time at a redemption price of 100% of the principal amount thereof, plus accrued but unpaid interest, if any, and such certain additional amounts, if any, to the redemption date.

On May 31, 2022, Moody’s Investors Services upgraded the rating on LKQ Euro Holdings’ senior unsecured notes to Baa3 with a stable outlook. This rating upgrade, combined with the upgrade to BBB- by S&P Global Ratings in April 2022, triggered a “covenant suspension event” for purposes of the Euro Notes (2026/28) Indenture, and the Euro Notes (2028) Guarantors (including us) will no longer be required to comply with certain restrictive covenants set forth in the Euro Notes (2026/28) Indenture unless Moody’s or S&P withdraws its investment grade rating on the Euro Notes (2028) or downgrades its rating on the Euro Notes (2028) below investment grade.

Senior Unsecured Credit Agreement

On January 5, 2023, LKQ and certain subsidiaries of LKQ (collectively, the “Credit Agreement Borrowers”) entered into the credit agreement, dated January 5, 2023 (the "Senior Unsecured Credit Agreement"), with several lenders from time to time party thereto, as Lenders (the “Credit Agreement Lenders”); Wells Fargo Bank, as administrative agent; Bank of America, as syndication agent; PNC Bank, National Association, Truist Bank and MUFG Bank, as Documentation Agents; and Wells Fargo Securities, LLC, BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and MUFG Bank, as joint bookrunners and joint lead arrangers. The Senior Unsecured Credit Agreement replaced the Company’s senior secured credit agreement ("Prior Credit Agreement"), which was scheduled to mature on January 29, 2024.

The Senior Unsecured Credit Agreement includes an unsecured revolving credit facility of up to a U.S. dollar equivalent of $2.0 billion, which includes a $150 million sublimit for the issuance of letters of credit and a $150 million sublimit for swing line loans (the “Credit Agreement Revolving Loans”) and an unsecured term loan facility of up to $500 million (the “Credit Agreement Term Loan” and collectively with the Credit Agreement Revolving Loans, the “Credit Agreement Loans”). Under the Senior Unsecured Credit Agreement, the Credit Agreement Revolving Loans have a maturity date of January 5, 2028, and the Credit Agreement Term Loan has a maturity date of January 5, 2026. The maturity date of the Credit Agreement Revolving Loans can be extended for up to two years in one-year increments. The maturity date of the Credit Agreement Term Loan can be extended for one year. The Credit Agreement Term Loan has no required amortization payments prior to its maturity date. The Senior Unsecured Credit Agreement allows for additional revolving credit facility capacity and/or additional term loans at the greater of $750 million or 50% of our EBITDA (as calculated in accordance with the terms of the Senior Unsecured Credit Agreement) for the prior four quarters. Proceeds of the Credit Agreement Loans may be used (i) to refinance certain existing indebtedness of LKQ and its subsidiaries and (ii) for general corporate purposes of LKQ and its subsidiaries in the ordinary course of business, including acquisitions and capital expenditures.

The Credit Agreement Borrowers will pay a commitment fee (the “Credit Agreement Commitment Fee”) on the daily amount of unutilized Credit Agreement Revolving Loan commitments based on our debt rating and total leverage ratio. The Credit Agreement Borrowers will also pay a variable rate of interest on outstanding Credit Agreement Loans based on our debt rating and total leverage ratio and the currency in which the Credit Agreement Loans are borrowed. The Credit Agreement Term Loan will be borrowed in U.S. dollars. Credit Agreement Revolving Loans is borrowed in U.S. dollars, Euros, Australian dollars, Canadian dollars, Mexican pesos, Norwegian krone, pounds sterling, Swedish krona and Swiss francs. The Credit Agreement Borrowers may also make borrowings in other currencies agreed to by Wells Fargo Bank and the Credit Agreement Lenders.

The interest rate applicable to Credit Agreement Loans (other than swing line loans) denominated in U.S. dollars may be (i) a forward-looking term rate based on SOFR for an interest period chosen by the Credit Agreement Borrowers of one, three or six months plus 0.10% per annum plus the Term SOFR Spread (as defined in the Senior Unsecured Credit Agreement) or (ii) an Alternate Base Rate plus the ABR Spread (as defined in the Senior Unsecured Credit Agreement). “Alternate Base Rate” on any day means the highest of (a) the prime rate announced from time to time by Wells Fargo Bank, (b) the federal funds effective rate plus 0.50% and (c) the sum of the

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forward-looking term rate based on SOFR for a one-month period plus 1.00%. Swing line loans denominated in U.S. dollars will bear interest at the Alternate Base Rate plus the ABR Spread.

The interest rate for Credit Agreement Loans denominated in currencies other than U.S. dollars will be based on other risk-free interest rates that are applicable for that currency plus a spread which will apply depending on the type of interest rate applicable to such Credit Agreement Loans. Some risk-free interest rates are forward-looking rates and some are daily rates, as set forth in the Senior Unsecured Credit Agreement. All risk-free interest rates applicable to the Credit Agreement Loans have a floor which prevents any rate from being less than 0.00% plus the applicable spread for that Credit Agreement Loan.

The spreads applicable to the Credit Agreement Loans are the Term SOFR Spread, Eurocurrency Rate Spread, RFR Spread, ABR Spread and Canadian Prime Rate Spread (each as defined in the Senior Unsecured Credit Agreement). Each of the Term SOFR Spread, Eurocurrency Rate Spread and RFR Spread ranges from 1.125% to 1.75%, and each of the ABR Spread and Canadian Prime Rate Spread ranges from 0.125% to 0.750%. The Credit Agreement Commitment Fee payable by the Credit Agreement Borrowers ranges from 0.100% to 0.275%, in each case based on our total leverage ratio as set forth in our most recent financials or our then current applicable debt rating. As of the effective date of the Senior Unsecured Credit Agreement, each of the Term SOFR Spread, Eurocurrency Rate Spread and RFR Spread was 1.250%, each of the ABR Spread and Canadian Prime Rate Spread was 0.250% and the Commitment Fee was 0.125%.

Certain of our wholly owned U.S. domestic subsidiaries are guarantors of the Credit Agreement Borrowers’ obligations under the Senior Unsecured Credit Agreement. The Senior Unsecured Credit Agreement contains customary covenants for an unsecured credit facility for a company that has debt ratings that are investment grade. For instance, unlike the Prior Credit Agreement, the Senior Unsecured Credit Agreement does not contain covenants limiting dividends or investments (other than intercompany loans). The Senior Unsecured Credit Agreement contains limits on our and our subsidiaries’ ability to incur liens and indebtedness, but these restrictions on liens and indebtedness have been changed from the comparable restrictions in the Prior Credit Agreement. The Senior Unsecured Credit Agreement also requires compliance with a total leverage ratio and interest coverage ratio, each calculated in accordance with the terms of the Senior Unsecured Credit Agreement.

In connection with entry into the Senior Unsecured Credit Agreement described above, that certain Fourth Amended and Restated Credit Agreement dated as of January 29, 2016, by and among us and certain of our subsidiaries, as the borrowers, Wells Fargo Bank, as the Administrative Agent for the lenders, and the various lenders party thereto, and each amendment thereto, was terminated on January 5, 2023.

CAD Note

On March 27, 2023, we entered into a new term loan credit agreement (the “CAD Note”) with several lenders from time to time party thereto as Lenders; Wells Fargo Bank, as administrative agent; Bank of America, as syndication agent; Capital One, N.A., MUFG Bank, PNC Bank, National Association and Truist Bank as documentation agents; and BofA Securities, Inc., Wells Fargo Securities, LLC, Capital One, N.A., MUFG Bank, PNC Capital Markets LLC and Truist Securities, Inc. as joint bookrunners and joint lead arrangers.

The CAD Note includes an unsecured term loan facility of up to CAD 700 million. The term loan (the “CAD Term Loan”) funded under the CAD Note will mature three years from the date of funding of the CAD Term Loan. The CAD Note does not require any amortization payments prior to the maturity date.

The proceeds of the CAD Term Loan may only be used (i) to finance a portion of the aggregate cash consideration of the Uni-Select Acquisition, (ii) to refinance certain outstanding debt of Uni-Select and (iii) to pay fees, costs and expenses related to the transactions contemplated by the CAD Note. The CAD Term Loan was funded one business day prior to the effectiveness of the Uni-Select Acquisition (which occurred on August 1, 2023).

We will pay a commitment fee, which shall accrue at 0.175% per annum on the daily amount of unutilized commitments during the period from and after the date that is the later of (i) May 26, 2023 and (ii) the Effective Date to, but excluding, the earlier of (i) the Funding Date and (ii) the Termination Date (each as defined in the CAD Note).

The CAD Term Loan was borrowed in Canadian dollars on the Funding Date, which was July 31, 2023. The interest rate applicable to the CAD Term Loan may be (i) a forward-looking term rate based on the rate applicable to Canadian Dollar bankers’ acceptances for an interest period chosen by us of one or three months or (ii) the Canadian Prime Rate (as defined in the CAD Note), plus in each case a spread based on our debt rating and total leverage ratio. The spreads applicable to the CAD Term Loan are the Eurocurrency Rate Spread and Canadian Prime Rate Spread (each as described in the CAD Note). The Eurocurrency Rate Spread ranges from 1.125% to 1.75%, and the Canadian Prime Rate Spread ranges from 0.125% to 0.750%. The risk-free interest rates applicable to the CAD Term Loan have a floor which prevents the rate from being less than 0.00% plus the spread for the CAD Term Loan.

Certain of our wholly owned U.S. domestic subsidiaries are guarantors of our obligations under the CAD Note. The CAD Note contains customary covenants for an unsecured credit facility for a company that has debt ratings that are investment grade. Accordingly, the CAD Note does not contain covenants limiting dividends or investments (other

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than intercompany loans). The CAD Note does, however, contain limits on our and our subsidiaries’ ability to incur liens and indebtedness. The CAD Note also requires compliance with a total leverage ratio and interest coverage ratio, each calculated in accordance with the terms of the CAD Note.

Other Long-Term Obligations

Other long-term obligations totaling $86 million and $73 million as of June 30, 2023 and December 31, 2022, respectively, consist of notes payable, finance lease obligations, and other debt. The weighted average interest rates on the other long-term obligations outstanding at June 30, 2023 and December 31, 2022 were 4.1% and 3.4%, respectively.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the sale of the original notes on May 24, 2023, we, the subsidiary guarantors and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, we and the subsidiary guarantors agreed to file with the SEC a registration statement on the appropriate form under the Securities Act with respect to publicly registered notes having substantially identical terms to the original notes. Upon the effectiveness of the registration statement of which this prospectus is a part, we and the guarantors will, pursuant to the exchange offer, offer to the holders of the original notes who are able to make certain representations the opportunity to exchange their notes for the exchange notes. We also agreed to file a shelf registration statement under certain circumstances.

If we and the guarantors fail to complete the exchange offer, or the shelf registration statement, if required by the terms of the registration rights agreement, does not become effective, in each case, within 365 days of the date of original issuance of the original notes, or by May 24, 2024, or the shelf registration statement, if required by the terms of the registration rights agreement, is declared effective but thereafter ceases to be effective or the prospectus contained therein ceases to be usable in connection with resales of the original notes during the periods specified in the registration rights agreement, then we will pay additional interest to each holder of the original notes, with respect to the first 90-day period immediately following the occurrence of the first registration default in an amount equal to 0.25% per annum on the principal amount of the original notes held by such holder. The amount of the additional interest will increase by an additional 0.25% per annum on the principal amount of original notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of additional interest for all registration defaults of 1.0% per annum. There can only exist one registration default at any one time. Following the cure of all registration defaults, the accrual of additional interest will cease.

Each broker-dealer that receives the exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

A copy of the registration rights agreement is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

Terms of the Exchange Offer

We and the guarantors are offering to exchange an aggregate principal amount of up to $800.0 million of the 2028 exchange notes and $600.0 million of 2033 exchange notes, in each case, and guarantees thereof for a like aggregate principal amount of 2028 original notes and 2033 original notes, in each case, and guarantees thereof. The form and terms of the exchange notes are the same as the form and the terms of the original notes, except that the exchange notes:

•will have been registered under the Securities Act;

•will not bear the restrictive legends restricting their transfer under the Securities Act; and

•will not contain the registration rights and additional interest provisions contained in the original notes.

The exchange notes evidence the same debt as the original notes exchanged for the exchange notes and will be entitled to the benefits of the same indenture under which the original notes were issued, which is governed by New York law. For a complete description of the terms of the exchange notes, see “Description of the Exchange Notes.” We will not receive any cash proceeds from the exchange offer.

The exchange offer is not extended to holders of original notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

As of the date of this prospectus, $800.0 million aggregate principal amount of 2028 original notes and $600.0 million aggregate principal amount of 2033 original notes are outstanding and registered in the name of DTC or its nominee. Only registered holders of the original notes, or their legal representatives and attorneys-in-fact, as reflected on the records of the trustee under the indenture governing the original notes, may participate in the exchange offer. We and the guarantors will not set a fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer. This prospectus, together with the letter of transmittal, is

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being sent to all registered holders of original notes and to others believed to have beneficial interests in the original notes.

This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange original notes of each series, which are properly tendered on or before the expiration date and are not withdrawn as permitted below, for a like principal amount of exchange notes of such series. The expiration date for this exchange offer is 5:00 p.m., New York City time, on , 2023, or such later date and time to which we, in our sole discretion, extend the exchange offer.

Notes tendered in the exchange offer must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Neither we nor any of the guarantors, our or their respective boards of directors or our or their management recommends that you tender or not tender original notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender original notes in the exchange offer and, if you decide to tender, the aggregate amount of original notes to tender. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the SEC promulgated under the Exchange Act.

We expressly reserve the right, in our sole discretion:

•to extend the expiration date;

•to delay accepting any original notes due to an extension of the exchange offer;

•if any condition set forth below under “—Conditions to the Exchange Offer” has not been satisfied, to terminate the exchange offer and not accept any original notes for exchange; or

•to amend the exchange offer in any manner.

We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment as promptly as practicable by a public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The notice of extension will disclose the aggregate principal amount of the original notes that have been tendered as of the date of such notice. Without limiting the manner in which we may choose to make a public announcement of any extension, delay, non-acceptance, termination or amendment, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency, which may be an agency controlled by us. Notwithstanding the foregoing, in the event of a material change in the exchange offer, including our waiver of a material condition, we will extend the exchange offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

During an extension, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any original notes not accepted for exchange for any reason will be returned without cost to the holder that tendered them promptly after the expiration or termination of the exchange offer.

How to Tender Original Notes for Exchange

When the holder of original notes tenders, and we accept such notes for exchange pursuant to that tender, a binding agreement between us and the tendering holder is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of original notes who wishes to tender such notes for exchange must, on or prior to the expiration date:

•transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to U.S. Bank Trust Company, National Association, which will act as the exchange agent, at the address set forth below under the heading “—The Exchange Agent;”

•comply with DTC’s Automated Tender Offer Program, or ATOP, procedures described below; or

•if original notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent’s message to the exchange agent as per the procedures of DTC, Euroclear Bank S.A./N.V., as operator of the Euroclear system, or Euroclear, or Clearstream Banking S.A., or Clearstream (as appropriate).

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In addition, either:

•the exchange agent must receive the certificates for the original notes and the letter of transmittal;

•the exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the original notes being tendered, along with the letter of transmittal or an agent’s message; or

•the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted to DTC, Euroclear or Clearstream, as appropriate, and received by the exchange agent and forming a part of a book-entry transfer, or “book-entry confirmation,” which states that DTC, Euroclear or Clearstream, as appropriate, has received an express acknowledgement that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

We will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent’s message, waives any right to receive any notice of the acceptance of such tender.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless the original notes surrendered for exchange are tendered:

•by a registered holder of the original notes; or

•for the account of an eligible institution.

An “eligible institution” is a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or correspondent in the United States.

If original notes are registered in the name of a person other than the signer of the letter of transmittal, the original notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by, the registered holder with the holder’s signature guaranteed by an eligible institution.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of original notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

•reject any and all tenders of any original note improperly tendered;

•refuse to accept any original note if, in our judgment or the judgment of our counsel, acceptance of the original note may be deemed unlawful; and

•waive any defects or irregularities or conditions of the exchange offer as to any particular original note based on the specific facts or circumstance presented either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender original notes in the exchange offer.

Notwithstanding the foregoing, we do not expect to treat any holder of original notes differently from other holders to the extent they present the same facts or circumstances.

Our interpretation of the terms and conditions of the exchange offer as to any particular original notes either before or after the expiration date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of original notes for exchange, nor shall any of us incur any liability for failure to give such notification.

If a person or persons other than the registered holder or holders of the original notes tendered for exchange signs the letter of transmittal, the tendered original notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the original notes.

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If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any original notes or any power of attorney, these persons should so indicate when signing, and you must submit proper evidence satisfactory to us of those persons’ authority to so act unless we waive this requirement.

By tendering, each holder will represent to us: that such holder acquiring exchange notes in the exchange offer is acquiring them in the ordinary course of its business; at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes issued in the exchange offer in violation of the provisions of the Securities Act; it is not an “affiliate,” as defined under Rule 405 of the Securities Act, of us or any guarantor; and if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes.

If any holder or any other person receiving exchange notes from such holder is an “affiliate,” as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the notes to be acquired in the exchange offer in violation of the provisions of the Securities Act, the holder or any other person:

•may not rely on applicable interpretations of the staff of the SEC; and

•must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer who acquired its original notes as a result of market-making activities or other trading activities, and thereafter receives exchange notes issued for its own account in the exchange offer, must represent to us and acknowledge that it will provide us with information we reasonably request and comply with the applicable provisions of the Securities Act (including, but not limited to, delivering this prospectus in connection with any resale of such exchange notes issued in the exchange offer). The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue exchange notes registered under the Securities Act in exchange for the tendered original notes. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the registration rights agreement. See “—Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied before we accept any original notes for exchange.

For each original note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to that of the surrendered original note. Registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from May 24, 2023. Under the registration rights agreement, we may be required to make payments of additional interest to the holders of the original notes under circumstances relating to the timing of the exchange offer.

In all cases, we will issue exchange notes for original notes that are accepted for exchange only after the exchange agent timely receives:

•certificates for such original notes or a timely book-entry confirmation of such original notes into the exchange agent’s account at DTC, Euroclear or Clearstream, as appropriate;

•a properly completed and duly executed letter of transmittal or an agent’s message; and

•all other required documents.

If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered original notes, or if a holder submits original notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or nonexchanged notes without cost to the tendering holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account with DTC, Euroclear or Clearstream, the nonexchanged notes will be credited to an account maintained with DTC, Euroclear or Clearstream. We will return

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the original notes or have them credited to DTC, Euroclear or Clearstream accounts, as appropriate, promptly after the expiration or termination of the exchange offer.

Book-Entry Transfer

The participant should transmit its acceptance to DTC, Euroclear or Clearstream, as the case may be, on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC, Euroclear or Clearstream, as the case may be, will verify the acceptance and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book-entry transfer will include an agent’s message confirming that DTC, Euroclear or Clearstream, as the case may be, has received an express acknowledgement from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC, Euroclear or Clearstream, as the case may be. However, the letter of transmittal or facsimile thereof or an agent’s message, with any required signature guarantees and any other required documents, must:

•be transmitted to and received by the exchange agent at the address set forth below under “—The Exchange Agent” on or prior to the expiration date; or

•comply with the guaranteed delivery procedures described below.

DTC’s ATOP program is the only method of processing exchange offers through DTC. To accept an exchange offer through ATOP, participants in DTC must send electronic instructions to DTC through DTC’s communication system. In addition, such tendering participants should deliver a copy of the letter of transmittal to the exchange agent unless an agent’s message is transmitted in lieu thereof. DTC is obligated to communicate those electronic instructions to the exchange agent through an agent’s message. To tender original notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal. Any instruction through ATOP is at your risk and such instruction will be deemed made only when actually received by the exchange agent.

In order for an acceptance of an exchange offer through ATOP to be valid, an agent’s message must be transmitted to and received by the exchange agent prior to the expiration date, or the guaranteed delivery procedures described below must be complied with. Delivery of instructions to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If a holder of original notes desires to tender such notes and the holder’s original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•the holder tenders the original notes through an eligible institution;

•prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery, acceptable to us, by mail, hand delivery, overnight courier or facsimile transmission, setting forth the name and address of the holder of the original notes tendered, the certificate number or numbers of such original notes and the amount of the original notes being tendered. The notice of guaranteed delivery shall state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•the exchange agent receives the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

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Withdrawal Rights

You may withdraw tenders of your original notes at any time prior to the expiration of the exchange offer.

For a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth below under “—The Exchange Agent.” Any such notice of withdrawal must:

•specify the name of the person that has tendered the original notes to be withdrawn;

•identify the original notes to be withdrawn, including the principal amount of such original notes; and

•where certificates for original notes are transmitted, specify the name in which original notes are registered, if different from that of the withdrawing holder.

If certificates for original notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If original notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC, Euroclear or Clearstream, as applicable, to be credited with the withdrawn notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal and our determination will be final and binding on all parties. Any tendered notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any original notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC, Euroclear or Clearstream, as applicable, the original notes will be credited to an account with DTC, Euroclear or Clearstream, as applicable, for the original notes. The original notes will be returned promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be re-tendered by following one of the procedures described under “—How to Tender Original Notes for Exchange” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we are not required to accept the original notes in the exchange offer or to issue the exchange notes, and we may terminate or amend the exchange offer, if at any time before the expiration of the exchange offer (x) such acceptance or issuance would violate any applicable law or any interpretations of the staff of the SEC, (y) there is an action or proceeding instituted or threatened in any court or by any governmental agency that would reasonably be expected to impair our ability to proceed with the exchange offer or there is a material adverse development in any existing action or proceeding with respect to us, or (z) the governmental approvals necessary for the consummation of the exchange offer are not obtained.

The preceding conditions are for our sole benefit, and we may assert any of them regardless of the circumstances giving rise to such condition. We may waive the preceding conditions in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise the foregoing rights shall not be deemed a waiver of such rights, and each right shall be deemed an ongoing right which we may assert at any time and from time to time.

The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered in the exchange offer.

Absence of Appraisal and Dissenters’ Rights

Holders of the original notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

The Exchange Agent

U.S. Bank Trust Company, National Association has been appointed as our exchange agent for the exchange offer. All executed letters of transmittal should be directed to our exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

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By Registered Certified or Regular Mail:

U.S. Bank Trust Company, National Association

Attention: Specialized Finance

60 Livingston Ave - EP-MN-WS2N

St. Paul, MN 55107-2292

By Overnight Courier or Hand Delivery:

U.S. Bank Trust Company, National Association

Attention: Specialized Finance

111 Fillmore Avenue

St. Paul, MN 55107-1402

By Facsimile Transmission: (651) 466-7372

By Telephone: (800) 934-6802

Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

The method of delivery of the original notes, the letters of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or original notes should be sent directly to us.

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses.

The cash expenses to be incurred in connection with the exchange offer will be paid by us.

Transfer Taxes

Holders who tender their original notes for exchange notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer or substitute original notes not tendered or exchanged are to be delivered to, or are to be issued in the name of, any person other than the holder of the original notes tendered, or if a transfer tax is imposed for any reason other than the exchange of original notes in connection with the exchange offer, then the holder must pay any applicable transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, transfer taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Original Notes

Holders who desire to tender their original notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange.

Original notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to accrue interest and to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes and in the offering memorandum dated May 15, 2023, relating to the original notes. After completion of this exchange offer, we will have no further obligation to provide for the registration under the Securities Act of those original notes except in limited circumstances with respect to specific types of holders of original notes and we do not intend to register the original notes under the Securities Act. In general, original notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

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Upon completion of the exchange offer, holders of any remaining original notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. See “Risk Factors—Risks Relating to the Exchange Offer—You may have difficulty selling the original notes that you do not exchange.”

Exchanging Original Notes

Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that the notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by holders of such notes, other than by any holder that is a broker-dealer who acquired original notes for its own account as a result of market-making or other trading activities or by any holder which is an “affiliate” of us within the meaning of Rule 405 under the Securities Act. The exchange notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•the holder is not a broker-dealer tendering notes acquired directly from us;

•the person acquiring the exchange notes in the exchange offer, whether or not that person is a holder, is acquiring them in the ordinary course of its business;

•neither the holder nor that other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes issued in the exchange offer; and

•the holder is not our affiliate.

However, the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in these other circumstances.

Each holder must furnish a written representation, at our request, that:

•it is acquiring the exchange notes issued in the exchange offer in the ordinary course of its business;

•at the time of the commencement of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes issued in the exchange offer in violation of the provisions of the Securities Act;

•it is not an “affiliate,” as defined in Rule 405 of the Securities Act, of us or any guarantor; and

•if it is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes.

Each holder who cannot make such representations:

•will not be able to rely on the interpretations of the staff of the SEC in the above-mentioned interpretive letters;

•will not be permitted or entitled to tender original notes in the exchange offer; and

•must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of original notes, unless the sale is made under an exemption from such requirements.

In addition, each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by that broker-dealer as a result of market-making or other trading activities, must represent to us and acknowledge that it will provide us with information we reasonably request and comply with the applicable provisions of the Securities Act (including, but not limited to, delivering this prospectus in connection with any resale of such notes issued in the exchange offer). See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

In addition, to comply with state securities laws of certain jurisdictions, the exchange notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling the exchange notes. We have not agreed to register or qualify the exchange notes for offer or sale under state securities laws.

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DESCRIPTION OF THE EXCHANGE NOTES

General

For purposes of this “Description of the Exchange Notes,” references to the “Issuer” are references to LKQ Corporation and not any of its subsidiaries. The definitions of certain other terms used in the following summary are set forth below under “—Certain Additional Definitions.”

The Issuer will issue the exchange notes under an indenture (the “Indenture”) dated as of May 24, 2023 among the Issuer, the subsidiary guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This is the same indenture under which the original notes were issued. The term notes shall include the exchange notes and the original notes that remain outstanding following the exchange offer, if any.

The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The notes are subject to all such terms, and Holders of notes are referred to the Indenture and the Trust Indenture Act for a statement thereof. The following summary of certain provisions of the Indenture is not necessarily complete and is qualified in its entirety by reference to the Indenture, including the definitions therein of certain terms used below. You should read the Indenture because it, and not this summary, defines your rights as a holder of notes. A copy of the Indenture has been filed as an exhibit to the Current Report on Form 8-K we filed with the SEC on May 26, 2023 and is available from us upon request. See “Where You Can Find Additional Information.”

The exchange notes will be issued only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 above that amount. The exchange notes initially will be represented by one or more global certificates registered in the name of a nominee of DTC as described under “Book-Entry, Delivery and Form.”

The trustee, through its corporate trust office, will act as our exchange agent, paying agent and security registrar in respect of the exchange notes. The current location of such corporate trust office is 190 S. LaSalle, Chicago, Illinois 60603. So long as the exchange notes are issued in the form of global certificates, payments of principal, interest and premium, if any, will be made by us through the paying agent to DTC.

The exchange notes will be initially fully and unconditionally guaranteed on a senior unsecured basis by each of our wholly owned domestic subsidiaries that are guarantors under the Senior Unsecured Credit Agreement and the CAD Note, and each of our domestic subsidiaries that in the future agrees to guarantee obligations under the Senior Unsecured Credit Agreement, the CAD Note, any other Credit Facility Debt or any Capital Markets Debt (each, a “subsidiary guarantor” and, collectively, the “subsidiary guarantors”).

The Exchange Notes Versus the Original Notes

The exchange notes are substantially identical to the original notes, except the exchange notes will be registered under the Securities Act, and the transfer restrictions and registration rights, and related additional interest provisions, applicable to the original notes will not apply to the exchange notes.

Principal, Maturity and Interest

The Issuer issued $800.0 million aggregate principal amount of 2028 original notes under the Indenture. The Issuer issued $600.0 million aggregate principal amount of 2033 original notes under the Indenture.

Interest on the 2028 exchange notes will accrue at a rate of 5.75% per annum and interest on the 2033 exchange notes will accrue at a rate of 6.25% per annum. Interest on each series of notes will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2023. We will pay interest to those persons who were holders of record of the applicable series of the exchange notes on the June 1 or December 1 immediately preceding each interest payment date with respect to such series of notes. If we deliver global notes to the trustee for cancellation on a date that is after the record date and on or before the corresponding interest payment date, then interest shall be paid in accordance with the provisions of DTC. Interest on each series of the exchange notes will accrue from the date of original issuance of such series of exchange notes or from the most recent interest payment date, as applicable. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Subsidiary Guarantees

Our obligations under the exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the subsidiary guarantors and each of our domestic subsidiaries that in the future agrees to guarantee our obligations under the Senior Unsecured Credit Agreement, the CAD Note, any other Credit Facility Debt or any Capital Markets Debt.

Each subsidiary guarantee will rank equally in right of payment with all existing and future liabilities of the applicable subsidiary guarantor that are not subordinated. Each subsidiary guarantee will effectively rank junior to any secured indebtedness of its respective subsidiary guarantor to the extent of the lesser of the amount of such secured indebtedness and the value of the assets securing such indebtedness. Under the terms of any subsidiary guarantee, holders of the notes will not be required to exercise their remedies against us before they proceed directly against the subsidiary guarantors.

For purposes of the guarantee provisions of the Indenture, the following terms are defined as follows:

“Capital Markets Debt” means any debt for borrowed money of us or any of our subsidiaries that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of (A) at least $25 million, at any time that any Existing Notes remain outstanding or (B) at least $50 million at any time that no Existing Notes remain outstanding.

“Credit Facility Debt” means any debt for borrowed money of us or any of our subsidiaries that (i) is incurred pursuant to a credit agreement, including pursuant to the Senior Unsecured Credit Agreement, the CAD Note, or other agreement providing for revolving credit loans, term loans or other debt entered into between us or any of our subsidiaries and any lender or group of lenders and (ii) has an aggregate principal amount outstanding or committed of (A) at least $25 million, at any time that any Existing Notes remain outstanding, or (B) at least $50 million at any time that no Existing Notes remain outstanding.

“Existing Notes” means the Euro Notes (2024) and the Euro Notes (2028).

Under the Indenture, holders of the exchange notes will be deemed to have consented to the release of a subsidiary guarantee provided by a subsidiary guarantor, without any action required on the part of the trustee or any holder of the exchange notes, upon such subsidiary guarantor ceasing to guarantee or to be an obligor with respect to the Senior Unsecured Credit Agreement, the CAD Note, any other Credit Facility Debt or any Capital Markets Debt.

Accordingly, if the lenders under the Senior Unsecured Credit Agreement or the CAD Note release a subsidiary

guarantor from its guarantee of, or obligations as a borrower under, the Senior Unsecured Credit Agreement or

the CAD Note, or if the Senior Unsecured Credit Agreement or the CAD Note is terminated in full, the obligations of the subsidiary guarantors to guarantee the exchange notes will immediately terminate, unless our subsidiary guarantors incur or guarantee obligations under any other Credit Facility Debt or Capital Markets Debt (not including any Credit Facility Debt or Capital Markets Debt where the subsidiary guarantees are being simultaneously released). We will give prompt written notice to the trustee of the automatic release of any subsidiary guarantor. If any of our subsidiaries incur or guarantee obligations under any Credit Facility Debt or Capital Markets Debt while the exchange notes are outstanding, then such subsidiaries will be required to guarantee the exchange notes.

In addition, a subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guarantee in the following circumstances, each of which will be permitted by the Indenture:

•     upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total Voting Stock of such subsidiary guarantor (other than to us or any of our affiliates); or

•     upon the sale or disposition of all or substantially all the property of such subsidiary guarantor (other than to any of our affiliates or another subsidiary guarantor);

provided, however, that, in each case, after giving effect to such transaction, such subsidiary guarantor is no longer liable for any subsidiary guarantee or other obligations in respect of any of our or our subsidiaries’ Credit Facility Debt or Capital Markets Debt.

The subsidiary guarantee of a subsidiary guarantor also will be released if we exercise our legal defeasance or our covenant defeasance option as described under “—Defeasance” or if our obligations under the Indenture are discharged as described under “—Discharge of the Indenture.” At our written instruction, the trustee will execute and deliver any documents, instructions or instruments evidencing any such release.

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Ranking

The exchange notes will be our general senior unsecured obligations and will:

•     rank equally in right of payment with all of our existing and future senior unsecured indebtedness (including all of our obligations in respect of the Existing Notes, the Senior Unsecured Credit Agreement, and the CAD Note);

•     rank senior in right of payment to all of our existing and future subordinated debt;

•     be structurally subordinated to all liabilities (including trade payables) of our existing and future subsidiaries that do not guarantee the notes (including the obligations of our subsidiaries that do not guarantee the Existing Notes and the obligations of our foreign subsidiary borrowers under the Senior Unsecured Credit Agreement or the CAD Note that do not guarantee the notes); and

•     be effectively subordinated to all of our and the subsidiary guarantors’ existing and future Secured Debt to the extent of the lesser of the amount of such Secured Debt or the value of the assets securing such Secured Debt.

The subsidiary guarantee of each subsidiary guarantor will:

•     be a senior unsecured obligation of such subsidiary guarantor;

•     be structurally subordinated to all liabilities (including trade payables) of such subsidiary guarantor’s existing and future subsidiaries that do not guarantee the notes (including the obligations of such subsidiary guarantor’s subsidiaries that do not guarantee the Existing Notes and the obligations of such subsidiary guarantor’s foreign subsidiary borrowers under the Senior Unsecured Credit Agreement or CAD Note that do not guarantee the notes);

•     be effectively subordinated to any Secured Debt of such subsidiary guarantor to the extent of the lesser of the amount of such Secured Debt or the value of the assets securing such Secured Debt;

•     rank equally in right of payment with such subsidiary guarantor’s existing and future senior unsecured indebtedness; and

•     rank senior in right of payment to the subsidiary guarantor’s existing and future subordinated indebtedness.

We only have a stockholder’s claim on the assets of our subsidiaries. This stockholder’s claim is junior to the claims that creditors of our subsidiaries have against our subsidiaries. Holders of the notes will only be creditors of us and any subsidiary guarantors. In the case of subsidiaries that are not subsidiary guarantors, all of the existing and future liabilities of those non-guarantor subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the exchange notes.

The ability of our subsidiaries to pay dividends and make other payments to us is also restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries may become a party. Among other things, we may not be able to pay the cash purchase price if a holder requires us to repurchase notes as described below under “—Change of Control.”

Our subsidiaries have other liabilities, including contingent liabilities that may be significant. The Indenture will not contain any limitations on the amount of additional debt that we and our subsidiaries may incur. The amount of this debt could be substantial, and this debt may be debt of our subsidiaries that are not subsidiary guarantors, in which case such debt would be effectively senior in right of payment to the exchange notes.

Further Issuances of Notes

We may, from time to time, without notice to or the consent of the holders of the exchange notes, issue additional notes of any series, in which case any additional notes so issued will have the same form and terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue), and will carry the same right to receive accrued and unpaid interest, as the notes of such series previously issued, and additional notes of such series will form a single series with the previously issued notes of the same series, including for voting purposes; provided that any additional notes of such series that are not fungible with the exchange notes

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of such series offered hereby for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the exchange notes of such series offered hereby. In addition, we may from time to time create and issue additional series of debt securities having the same terms as and ranking equally and ratably with the notes in all respects.

No offering of any additional notes referred to in the paragraph above is being or shall in any manner be deemed to be made by this prospectus.

Optional Redemption

Prior to May 15, 2028 in the case of the 2028 exchange notes or March 15, 2033 in the case of the 2033 exchange notes (each such date, a “Par Call Date”), we may redeem the 2028 exchange notes or the 2033 exchange notes, as applicable, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)     (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming, in each case, that such exchange notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points in the case of the 2028 exchange notes or 45 basis points in the case of the 2033 exchange notes, less (b) interest accrued to the date of redemption; and

(2)     100% of the principal amount of the exchange notes to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

On or after the applicable Par Call Date, we may redeem the exchange notes of the applicable series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the exchange notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs:

The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date. If there is no United States Treasury security maturing on such Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, we shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on such Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of

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the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with DTC’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of exchange notes of a series to be redeemed; provided, that we shall deliver a copy of such redemption notice to the Trustee no less than five business days (or such shorter time as agreed by the Trustee) prior to the date on which such redemption notice must be delivered to holders of such exchange notes to be redeemed. Any redemption of the exchange notes of such series and notice thereof pursuant to the Indenture may, in our discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of any transaction.

In the case of a partial redemption, selection of the exchange notes of a series for redemption will be made pro rata, by lot or by such other method as the trustee in its sole discretion deems appropriate and fair. No exchange notes of a principal amount of $2,000 or less will be redeemed in part. If any exchange note is to be redeemed in part only, the notice of redemption that relates to the exchange note will state the portion of the principal amount of the exchange note to be redeemed. A new exchange note in a principal amount equal to the unredeemed portion of the exchange note will be issued in the name of the holder of the exchange note upon surrender for cancellation of the original exchange note. For so long as the exchange notes are held by DTC, the redemption of the exchange notes shall be done in accordance with the policies and procedures of DTC.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the exchange notes or portions thereof called for redemption.

Mandatory Redemption

We are not required to make any mandatory redemption or sinking fund payments with respect to the exchange notes.

Special Mandatory Redemption

The 2033 original notes were subject to a special mandatory redemption provision which would have applied to the 2033 exchange notes if the Uni-Select Acquisition was not consummated, or the Uni-Select Agreement was terminated, on or prior to November 27, 2023 (subject to potential extension). The Uni-Select Acquisition was consummated on August 1, 2023 and, therefore, the 2033 exchange notes will not be subject to the special mandatory redemption provision that applied to the 2033 original notes.

Change of Control

Upon the occurrence of a Change of Control Triggering Event with respect to a series of exchange notes, unless we have exercised our right to redeem the notes of such series as described above under “—Optional Redemption,” the Indenture will provide that each holder of exchange notes of such series will have the right to require us to purchase all or a portion of such holder’s exchange notes of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of exchange notes of such series on the relevant record date to receive interest due on the relevant interest payment date.

Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of exchange notes, we will be required to send, electronically or by first class mail, a notice to each holder of exchange notes of such series, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of exchange notes electing to have their exchange notes purchased pursuant to a Change of Control Offer will be required to surrender their exchange notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the exchange note completed, to the paying agent at the address specified in the notice, or transfer their exchange notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

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We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times, and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all exchange notes properly tendered and not withdrawn under its offer.

“Change of Control” means the occurrence of any one of the following:

(1)     the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our and our subsidiaries’ assets, taken as a whole, to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than us or one of our subsidiaries;

(2)     the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or any other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3)     LKQ consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, LKQ, in any such event pursuant to a transaction in which any of our outstanding Voting Stock (or any other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed) or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock (or any other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed) outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;

(4)     the adoption of a plan relating to the liquidation or dissolution of LKQ; or

(5)     the first day on which a majority of the members of our board of directors are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if, in connection with a bona fide internal corporate restructuring transaction, (a) LKQ becomes a direct or indirect wholly owned subsidiary of a holding company and (b) no Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) (other than a holding company) owns, directly or indirectly, a majority of the Voting Stock of such holding company.

The definition of Change of Control includes a phrase relating to the sale, assignment, conveyance, transfer, lease or other disposition of “all or substantially all” of LKQ’s and its subsidiaries’ assets. Although there is a limited body of case law interpreting the phrase “all or substantially all” there is no precise established definition of the phrase under applicable law. Therefore, the ability of a holder of the exchange notes to require LKQ to repurchase the exchange notes as a result of a sale, assignment, conveyance, transfer, lease or other disposition of less than all of the assets of LKQ and its subsidiaries to another Person may be uncertain.

“Change of Control Triggering Event” means, with respect to a series of exchange notes, the exchange notes of such series are decreased from Investment Grade by at least two of the three Rating Agencies on any date during the Trigger Period. If a Rating Agency is not providing a rating for the exchange notes of such series at the commencement of any Trigger Period, the exchange notes of such series will be deemed to have decreased from Investment Grade by such Rating Agency during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually occurred.

“Fitch” means Fitch Ratings, Inc. and any successor thereto.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P or Fitch (or its equivalent under any successor rating category of S&P or Fitch).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

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“Rating Agency” means each of Fitch, Moody’s and S&P; provided that if Fitch, Moody’s or S&P ceases to rate the notes or fails to make a rating on the notes publicly available for reasons outside of our control, a nationally recognized statistical rating agency or agencies, as the case may be, selected by us shall be substituted for Fitch, Moody’s and/or S&P, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto.

“Trigger Period” means the period commencing 60 days prior to the first public announcement by us of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratings change).

“Voting Stock” of any specified Person as of any date means the capital stock or other equity securities of such Person that is at the time entitled to vote generally in the election of the board of directors (or comparable

governing body) of such Person.

The provisions of the Indenture will not afford holders of the exchange notes the right to require us to repurchase their exchange notes in the event of certain transactions with our management, affiliates or subsidiaries that may adversely affect holders of exchange notes, if such transaction is not a transaction that falls within the definition of Change of Control Triggering Event.

We will be required to comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the exchange notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of our compliance with such securities laws and regulations.

Notwithstanding the foregoing, we or any of our subsidiaries or affiliates may at any time repurchase any or all of the exchange notes in the open market or otherwise at any price.

If holders of not less than 90% in aggregate principal amount of the then outstanding exchange notes of a series validly tender and do not withdraw the exchange notes of such series in a Change of Control Offer and we, or any other Person making a Change of Control Offer in lieu of us as described above, purchases all of the exchange notes of such series validly tendered and not withdrawn by such holders, we will have the right, upon not less than 15 calendar days nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase pursuant to the Change of Control Offer described above, to redeem all exchange notes of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount of the exchange notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The Change of Control feature of the exchange notes may in certain circumstances make it more difficult to consummate or discourage a sale or takeover of us and, thus, the removal of incumbent management. We could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the exchange notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings on the exchange notes.

Certain Covenants

SEC Reports

The Indenture provides that we will agree to file with the trustee, within 15 days after we file the same with the SEC, copies of the annual reports and of the information, documents, and other reports, if any, that we are required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to Section 314 of the Trust Indenture Act. Whether we file such reports with the SEC or post our reports on our website, the public posting of such reports shall satisfy any requirement in the Indenture to deliver such reports to the trustee and holders of notes. Delivery of such reports and information to the trustee shall be for informational purposes only, and the trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including our compliance with any of our covenants under the Indenture as to which the trustee is entitled to rely exclusively on an officers’ certificate).

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Limitation on Liens

The Indenture provides that we will not, and will not permit any of our subsidiaries to, create, incur, issue, assume or guarantee any Indebtedness secured by a Security Interest (other than Permitted Security Interests) upon any Property, or upon shares of capital stock or evidence of indebtedness issued by any of our subsidiaries and owned by us or by any of our subsidiaries, without making effective provision to secure all of the exchange notes, equally and ratably with any and all other Indebtedness secured thereby, so long as any of such other Indebtedness shall be so secured.

Limitation on Sale and Leaseback Transactions

The Indenture provides that we will not, and will not permit any subsidiary to, enter into any arrangement with any person providing for the leasing by us or any subsidiary of any Property that has been or is to be sold or transferred by us or such subsidiary to such person, with the intention of taking back a lease of such

property or assets (a “Sale and Leaseback Transaction”) unless either:

•     within 12 months after the receipt of the proceeds of the sale or transfer, we or any subsidiary apply an amount equal to the greater of the net proceeds of the sale or transfer or the fair value of such property or assets (as determined in good faith by our board of directors as of any date within 90 days prior to the date of such sale or transfer) to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt; or

•     we or such subsidiary would be entitled, at the effective date of the sale or transfer, to incur debt secured by a Security Interest on such property or assets in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without equally and ratably securing the exchange notes pursuant to the covenant described under “—Limitation on Liens.”

The foregoing restriction in the paragraph above will not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including renewals; (ii) between us and a subsidiary or between subsidiaries, provided that the lessor is us or a wholly owned subsidiary; or (iii) entered into within 270 days after the later of the acquisition or completion of construction of the subject property or assets.

Future Subsidiary Guarantees

The Indenture provides that if, after the issue date of the original notes, any Credit Facility Debt or Capital Markets Debt is or becomes guaranteed by any of our domestic subsidiaries then, if such domestic subsidiary is not already a subsidiary guarantor, we shall cause such subsidiary within 30 days after such domestic subsidiary guarantees such Credit Facility Debt or Capital Markets Debt to (a) execute and deliver to the trustee a supplemental indenture pursuant to which such domestic subsidiary will fully and unconditionally guarantee all of our obligations under the Indenture and (b) deliver to the trustee an opinion of counsel to the effect that (i) such supplemental indenture and guarantee of the notes has been duly authorized, executed and delivered, (ii) such supplemental indenture and guarantee of the notes constitutes a valid, binding and enforceable obligation of such domestic subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity and (iii) such supplemental indenture complies with the terms of the Indenture.

Merger, Consolidation, or Sale of Assets

The Indenture provides that (a) we will not consolidate or merge with or into any other Person or, in a single transaction or a series of related transactions, Transfer all or substantially all of the properties or assets of

us and our subsidiaries, taken as a whole, to another Person and (b) we will not permit any subsidiary guarantor to consolidate or merge with or into any other Person or, in a single transaction or a series of related transactions, Transfer all or substantially all of the properties or assets of such subsidiary guarantor to another Person unless:

(1)     in the case of a merger, consolidation or Transfer involving us, we are the continuing corporation or the successor is a corporation, limited liability company, partnership or trust organized under the laws of the United States or a state thereof, and in the case of a merger, consolidation or Transfer involving a subsidiary guarantor, such subsidiary guarantor is the continuing Person or the successor to such subsidiary guarantor is a corporation, limited liability company, partnership or trust organized under the same jurisdiction in which such subsidiary guarantor is organized or under the laws of the United States or a state thereof;

(2)     the successor Person expressly assumes by a supplemental indenture or amendment of the relevant documents the obligations of us or such subsidiary under the notes and the Indenture;

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(3)     LKQ, the subsidiary guarantor or the successor Person, as the case may be, is not immediately after such transaction, in default in the performance of any covenant or condition under the Indenture;

(4)     immediately before and immediately after giving effect to such transaction, no Event of Default exists; and

(5)     LKQ, the subsidiary guarantor or the successor Person shall have delivered to the trustee an officer’s certificate and an opinion of counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture and an opinion of counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company (in each case, in form and substance reasonably satisfactory to the Trustee); provided that in giving an opinion of counsel, counsel may rely on an officer’s certificate as to any matters of fact.

Upon any consolidation, combination or merger of us or any subsidiary guarantor, or any Transfer of all or substantially all of our or a subsidiary guarantor’s assets in accordance with the foregoing, in which we or such subsidiary guarantor is not the continuing obligor under the notes or the related subsidiary guarantee, the surviving entity formed by such consolidation or into which we or such subsidiary guarantor is merged or to which the Transfer is made will succeed to, and be substituted for, and may exercise every right and power of us or such subsidiary guarantor under the Indenture, notes, and subsidiary guarantees with the same effect as if such surviving entity had been named therein as LKQ or such subsidiary guarantor, as the case may be, and, except in the case of a Transfer to us or any of our subsidiaries, we or such subsidiary guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on such notes or in respect of the related subsidiary guarantee, as the case may be, and all of our or such subsidiary guarantor’s, as the case may be, other obligations and covenants under such notes, the Indenture and the related subsidiary guarantee, if applicable. We shall deliver, or cause to be delivered, to the trustee an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of the Indenture, and an opinion of counsel stating that the notes, the Indenture and subsidiary guarantees, as applicable, constitute valid and binding obligations of us or the applicable subsidiary guarantor or other surviving entity, subject to customary exceptions.

This “—Merger, Consolidation, or Sale of Assets” covenant will not apply to any Transfer of assets between or among us and any one or more of our subsidiary guarantors or between or among any one or more of our subsidiary guarantors.

Certain Additional Definitions

The following terms used in this “Description of the Exchange Notes” are defined as follows. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. The Indenture is filed as Exhibit 4.1 to our Current Report on Form 8-K, which we filed with the SEC on May 26, 2023 and which is incorporated herein by reference.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by us) of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at our option, be extended).

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Captive Insurance Subsidiary” means any Wholly Owned Subsidiary that (i) is maintained as a special purpose self-insurance subsidiary, (ii) is designated by us as a captive insurance company as provided in this definition below, and (iii) in respect of which (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (x) is guaranteed by us or any other subsidiary of ours, (y) is recourse to or obligates us or any other subsidiary of ours as a guarantor or co-obligor in any way or (z) subjects any property or asset of us or any other subsidiary of ours, directly or indirectly, contingently or otherwise, to the satisfaction thereof, (b) neither we nor any of our subsidiaries has any contract, agreement, arrangement or understanding on terms less favorable to us or such subsidiary than those that might be obtained at the time from persons that are not affiliates of ours, and (c) neither we nor any other subsidiary of ours has any obligation to maintain or preserve such entity’s financial

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condition or cause such entity to achieve certain levels of operating results. Any such designation shall be evidenced to the trustee by filing with the trustee an officer’s certificate of the Company certifying that, to the best of such officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of LKQ and its subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date (which for clarification, includes right of use assets).

“Continuing Director” means, as of any date of determination, any member of our board of directors who (a) was a member of our board of directors on the issue date of the notes, or (b) was nominated for election or elected to our board of directors with the approval or recommendation of a majority of the Continuing Directors who were members of our board of directors at the time of such nomination or election.

“Default” means (a) any Event of Default or (b) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Funded Debt” means debt which matures more than one year from the date of creation, or which is extendable or renewable at the sole option of the obligor so that it may become payable more than one year from such date or which is classified, in accordance with GAAP, as long-term debt on the consolidated balance sheet for the most-recently ended fiscal quarter (or if incurred subsequent to the date of such balance sheet, would have been so classified) of the person for which the determination is being made. Funded Debt does not include (1) obligations created pursuant to operating leases, (2) any debt or portion thereof maturing by its terms within one year from the time of any computation of the amount of outstanding Funded Debt unless such debt shall be extendable or renewable at the sole option of the obligor in such manner that it may become payable more than one year from such time, or (3) any debt for which money in the amount necessary for the payment or redemption of such debt is deposited in trust either at or before the maturity date thereof.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as

may be approved by a significant segment of the accounting profession of the United States, which are in effect

on the issue date of the exchange notes; provided, for the avoidance of doubt, that any leases that are not or would not be characterized as Capitalized Leases under GAAP as in effect on the issue date of the notes shall not be reclassified as Capitalized Leases and additional liabilities associated with such leases shall not be classified as Indebtedness as a result of any changes in interpretive releases or literature regarding GAAP or any requirements by our independent auditors.

“Governmental Authority” means any nation or government, any state, province or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) and including, for the avoidance of doubt, the Council of Ministers of the European Union, the Financial Conduct Authority (acting in accordance with Part 6 of the Financial Services and Markets Act 2000 (UK)) and the Prudential Regulatory Authority.

“Hedging Obligations” of any Person means the obligations of such Person under swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices or availability, either generally or under specific contingencies, and including both physical and financial settlement transactions.

“Indebtedness” of any Person at any date means, without duplication:

(1)     all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

(2)     all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)     all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions;

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(4)     all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services;

(5)     all Capitalized Lease Obligations of such Person;

(6)     all Indebtedness of others secured by a Security Interest on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

(7)     all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of us or our subsidiaries that is guaranteed by us or our subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of us and our subsidiaries on a consolidated basis; and

(8)     all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (6), the lesser of (a) the fair market value of any asset subject to

a Security Interest securing the Indebtedness of others on the date that the Security Interest attaches and (b) the

amount of the Indebtedness secured.

“LKQ Netherlands” means LKQ North-West Europe B.V. (f/k/a LKQ Netherlands B.V.), a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands.

“Permitted Security Interests” means:

(1)     Security Interests on property acquired, constructed, developed or improved after the issue date of the original notes by us or a subsidiary of ours and created prior to or contemporaneously with, or within 180 days after the acquisition of property which is a parcel of real property, a building, machinery or equipment;

(2)     Security Interests on property at the time of acquisition which secure obligations assumed by us or a subsidiary of ours, or on the property or on the outstanding shares or Indebtedness of a corporation or firm at the time it becomes a subsidiary or is merged into or consolidated with us or a subsidiary of ours, or on properties of a corporation or firm acquired by us or a subsidiary of ours as an entirety or substantially as an entirety; provided that the Security Interests may not extend to any other property of us or such subsidiary other than proceeds and products of such property, shares or Indebtedness and accessions thereto and provided further that such Security Interests were not created in connection with such property being acquired or such corporation or firm becoming a subsidiary or being acquired;

(3)     Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by us or any subsidiary of ours;

(4)     Security Interests securing Indebtedness of a subsidiary of ours owing to us or to another subsidiary of ours;

(5)     Security Interests (a) to secure obligations under Credit Facility Debt or Capital Markets Debt or (b) in accounts receivable and related assets, in an aggregate principal amount under clauses (a) and (b) combined not to exceed at any time an amount equal to 17.5% of Consolidated Total Assets (as of the end of the most recent fiscal year of LKQ ended on or most recently prior to such date of determination);

(6)     Security Interests existing on the issue date of the notes and extensions, renewals and replacements of any such Security Interests so long as (a) such Security Interests are not extended to any other property of us or any of our subsidiaries (b) and the amount of Indebtedness secured by such Security Interests is not increased;

(7)     any Security Interest arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege, franchise or license;

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(8)     carriers’, warehousemen’s, mechanics’ and other statutory liens arising in the ordinary course of business (including construction of facilities) in respect of obligations that are not due or that are being contested in good faith;

(9)     Security Interests for taxes, assessments or governmental charges not yet delinquent or for taxes, assessments or governmental charges that are being contested in good faith;

(10) landlords’ liens on fixtures on premises leased in the ordinary course of business;

(11) Security Interests to secure the performance of statutory obligations, insurance, surety or appeal bonds, performance bonds, or other obligations of a like nature incurred in the ordinary course of business (including Security Interests to secure letters of credit issued to assure payment of such obligations);

(12) Security Interests on assets of us or any of our subsidiaries securing Indebtedness consisting of Hedging Obligations or Treasury Management Arrangements;

(13) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially impair the use of said properties in the operation of the business of us and our subsidiaries;

(14) Security Interests on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(15) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(16) bankers’ liens and rights of setoff;

(17) Security Interests in cash, cash equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(18) Security Interests on specific items of inventory or other goods (and the proceeds thereof) of us or a subsidiary of ours securing such Person’s obligations in respect of bankers’ acceptances or trader-related letters of credit issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(19) grants of intellectual property licenses (including software and other technology licenses) in the ordinary course of business;

(20) Security Interests incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);

(21) deposits made in the ordinary course of business to secure liability to insurance carriers;

(22) Security Interests to secure partial, progress, advance or other payments or any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction, development, or substantial repair, alteration or improvement of the property subject to such Security Interests if the commitment for the financing is obtained not later than 180 days after the later of the completion of or the placing into operation (exclusive of test and start-up periods) of such property;

(23) deposits by or on behalf of us or any of our subsidiaries to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(24) any interest or title of a lessor under any lease entered into by us or any of our subsidiaries in the ordinary course of its business and covering only the assets so leased and, in respect of real property located in Germany, any landlord lien (Vermieter- oder Verpächterpfandrecht);

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(25) Security Interests arising out of the existence of judgments or awards that do not constitute an Event of Default in respect of which we or any of our Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings;

(26) Security Interests arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution or, solely in respect of LKQ Netherlands, any Security Interest or right of set-off created pursuant to the general conditions of a bank operating in the Netherlands based on the general conditions drawn up in consultation between the Netherlands Bankers’ Association (Nederlandse Vereniging van Banken) and the consumers’ organisation (Consumentenbond); provided, that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by us or any of our subsidiaries in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System of the United States of America, and (b) such deposit account is not intended by us or any of our subsidiaries to provide collateral to the depository institution;

(27) Security Interests that are contractual rights of setoff (a) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; including Security Interests of us or any of our subsidiaries under the German general terms and conditions of banks and saving banks (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or (b) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations to banks not given in connection with the incurrence of Indebtedness and incurred in the ordinary course of business of us or the relevant subsidiary of ours and not relating to any Indebtedness of us or such subsidiary, or (c) relating to purchase orders and other similar agreements entered into with customers of us or the relevant subsidiary of ours in the ordinary course of business;

(28) Security Interests of any supplier to a subsidiary of ours in the United Kingdom in the form of customary purchase money title retention interests arising in the ordinary course of business on inventory sold by such supplier to such subsidiary;

(29) customary Security Interests and rights of setoff in favor of a credit card or debit card processor under any processor agreement and relating solely to the amounts paid or payable thereunder, and customary deposits on reserve held by such credit card or debit card processor, in each case arising in the ordinary course of business; provided that no such Security Interests permitted by this clause (29) shall remain in existence longer than five business days; or

(30) pledges and deposits made by any Captive Insurance Subsidiary in respect of capital requirements required by any applicable Governmental Authority in connection with such Captive Insurance Subsidiary’s captive insurance program.

Additionally, any Indebtedness secured by such Permitted Security Interests includes (with certain limitations) any extension, renewal or refunding, in whole or in part, of any Secured Debt permitted at the time of the original incurrence thereof.

For purposes of determining compliance with the “—Limitation on Liens” covenant, a Security Interest securing an item of Secured Debt need not be permitted solely by one category of Permitted Security Interest but may be permitted in part under any combination thereof, and if a Permitted Security Interest meets the criteria or more than one of the exceptions described in clauses (1) through (30) above, we may, in our sole discretion, classify the Permitted Security Interest in any manner that complies with such covenant.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling automotive parts and accessories or the warehousing or distributing of such products, owned or leased by us or any Significant Subsidiary.

“Responsible Officer” means when used with respect to the Trustee, any officer within the corporate trust department of the Trustee having direct responsibility for the administration of this Indenture and any other officers of the Trustee to whom any corporate trust matter is referred because of such person’s knowledge of any familiarity with the particular subject.

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“Secured Debt” means outstanding Indebtedness of us or a subsidiary of ours which is secured by (a) a Security Interest in any property or assets of us or any such subsidiary, or (b) a Security Interest in any shares of stock owned directly or indirectly by us in a subsidiary of ours. The securing in the foregoing manner of any previously unsecured debt shall be deemed to be the creation of Secured Debt at the time such security is given. The amount of Secured Debt at any time outstanding shall be the aggregate principal amount then owing thereon by us and our subsidiaries.

“Senior Funded Debt” means all Funded Debt of ours or our subsidiaries (except Funded Debt, the payment of which is subordinated to the payment of the notes).

“Security Interests” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, security interest, lien, encumbrance or other security arrangement of any kind or nature on or with

respect to such property or assets.

“Significant Subsidiary” means any subsidiary that would be a significant subsidiary of ours within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Transfer” means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey or otherwise dispose of, including by consolidation, merger, liquidation, dissolution or otherwise, in one transaction or a series of transactions.

“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Wholly Owned Subsidiary” of any Person means a subsidiary of such Person all of the outstanding Voting Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

Events of Default and Remedies

The Indenture provides that each of the following constitutes an “Event of Default” with respect to each series of exchange notes:

(1)     default for 30 consecutive days in the payment when due of interest with respect to the exchange notes of such series;

(2)     default in payment when due of principal or premium, if any, on the exchange notes of such series at maturity, upon redemption or otherwise;

(3)     failure by us or any subsidiary of ours for 60 consecutive days after receipt of notice from the trustee or holders of at least 25% in aggregate principal amount of a series of exchange notes then outstanding under the Indenture (with a copy to the trustee) to comply with the provisions described under “—Change of Control” with respect to the exchange notes of such series;

(4)     failure by us or any subsidiary of ours for 60 consecutive days after receipt of notice from the trustee or the holders of at least 25% in aggregate principal amount of exchange notes of a series then outstanding under the Indenture (with a copy to the trustee) to comply with any covenant or agreement contained in the Indenture in respect of the exchange notes of such series (other than the covenants and agreements specified in clauses (1) through (3) of this paragraph);

(5)     default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of ours or any of our subsidiaries or the payment of which is guaranteed by us or any of our subsidiaries (other than Indebtedness owed to us or such subsidiary), whether such Indebtedness or guarantee now exists or is created after the issue date of the original notes, which default (a) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) principal of such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its stated maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more;

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(6)     failure by us or any of our subsidiaries to pay final and non-appealable judgments (net of any amounts covered by insurance and as to which such insurer has not denied responsibility or coverage in writing) aggregating $100.0 million or more, which judgments are not paid, discharged, bonded, stayed or waived within 60 days after such judgment becomes final, and in the event such judgment is covered in full by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7)     certain events of bankruptcy or insolvency with respect to us, any subsidiary guarantor or any Significant Subsidiary; and

(8)     any guarantee of any subsidiary guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect in all material respects (other than in accordance with the terms of such guarantee and the Indenture) or any subsidiary guarantor denies its liability under its subsidiary guarantee (other than by reason of release of a subsidiary guarantor from its subsidiary guarantee in accordance with the terms of the Indenture and such subsidiary guarantee).

If any Event of Default under an Indenture occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of any series of exchange notes then outstanding under the Indenture may declare all notes of such series to be due and payable by notice in writing to us and the trustee, in the case of notice by holders of the exchange notes of such series, specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (7) above with respect to us, all outstanding exchange notes of each series then outstanding under the Indenture will become due and payable without further action or notice. The holders of any exchange notes may not enforce the Indenture or the notes except as provided in the Indenture.

Subject to certain limitations, the holders of a majority in aggregate principal amount of the exchange notes of a series then outstanding and issued under the Indenture may direct the trustee in its exercise of any trust or power with respect to such series of exchange notes.

The holders of a majority in aggregate principal amount of the exchange notes of a series then outstanding, by written notice to the trustee, may (subject to certain conditions) on behalf of the holders of all of the exchange notes of such series waive any existing Default or Event of Default and its consequences under the Indenture with respect to such series of exchange notes, except a continuing Default or Event of Default in the payment of interest or premium on, or principal of, notes of such series. The trustee may withhold from the holders of exchange notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such holders’ interest.

The trustee shall not be deemed to have notice of any Default or Event of Default unless a written notice of any event which is in fact such a Default is received by a Responsible Officer of the trustee at the Corporate Trust Office of the trustee, and such notice references the notes and the Indenture.

We are required to deliver to the trustee annually a statement regarding compliance with the Indenture, and we are required, within five business days after an executive officer of ours becomes aware of any Default or Event of Default, to deliver to the trustee a statement specifying such Default or Event of Default.

Modification and Waiver

Subject to specific exceptions, the Indenture may be amended or modified as it relates to each series of exchange notes with the consent of the holders of a majority in aggregate principal amount of the exchange notes of such series then outstanding. Compliance with any provision of the covenants described above under the caption “—Certain Covenants” with respect to each series of the exchange notes also may be waived with the consent of the holders of a majority in aggregate principal amount then outstanding of the exchange notes of such series. However, without the consent of each holder of an outstanding exchange note affected thereby, no amendment or modification may, among other things:

•     reduce the percentage in principal amount of the outstanding exchange notes whose holders must consent to an amendment, modification, supplement or waiver to the Indenture or any exchange note;

•     reduce the rate of or extend the time for payment of interest on any exchange note;

•     reduce the principal of or extend the stated maturity of any exchange note;

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•     reduce the premium payable upon the redemption of any note or change the time at which any exchange note may or shall be redeemed in accordance with the Indenture;

•     make any exchange note payable in a currency other than that stated in the exchange note;

•     release any security that may have been granted in respect of the exchange notes following the initial issuance of such notes in compliance with the terms of the Indenture;

•     other than in accordance with the provisions of the Indenture, eliminate any existing subsidiary guarantee of the exchange notes;

•     impair the right to receive, and to institute suit for the enforcement of, any payment with respect to any exchange note; or

•     make any change in the provisions of the Indenture relating to the rights of the holders of a majority in principal amount of the exchange notes to direct the trustee in the exercise of remedies or to waive defaults or in the provisions of the Indenture relating to modification of the Indenture with the consent of the holders of the exchange notes.

Without the consent of any of the holders of the exchange notes, we, the subsidiary guarantors and the trustee may amend the Indenture:

•     to evidence the succession pursuant to the Indenture of another Person to us or a subsidiary guarantor and the assumption by that Person of the covenants, agreements and obligations of ours or such subsidiary guarantor, as applicable, in the Indenture and in the exchange notes, in each case in accordance with the terms of the Indenture;

•     to surrender any right or power conferred upon us, to add further covenants, restrictions, conditions or provisions for the protection of the holders of the exchange notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an event of default permitting the enforcement of all or any of the remedies provided in the Indenture;

•     to cure any ambiguity or to correct or supplement any provision contained in the Indenture, or any supplemental indenture, or in any exchange note that may be defective or inconsistent with any other provision contained in the Indenture, or any supplemental indenture, or in any exchange note;

•     to convey, transfer, assign, mortgage or pledge any property to or with the trustee, or to make other provisions in regard to matters or questions arising under the Indenture as shall not adversely affect the interests of any holders of the exchange notes;

•     to permit the qualification of the Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect, except this shall not permit or authorize the inclusion in any supplemental indenture of any provisions referred to in Section 316(a)(2) of the Trust Indenture Act;

•     to comply with the covenant described under the caption “—Certain Covenants—Merger, Consolidation, or Sale of Assets;”

•     to add guarantees with respect to the exchange notes or to secure the exchange notes;

•     to make any change that does not adversely affect the rights of any holder of the exchange notes;

•     to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the exchange notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one trustee;

•     to establish the form or terms of exchange notes as permitted by the Indenture; and

•     to conform the Indenture or the exchange notes to any provision of this “Description of the Exchange Notes” to the extent that such provision in this “Description of the Exchange Notes” was intended to be a verbatim recitation of a provision of the Indenture or the exchange notes, which intent may be evidenced by an officers’ certificate to that effect.

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The Indenture does not require the holders of notes to give consent approving the particular form of any proposed supplemental indenture. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective with respect to the exchange notes, we are required to deliver to holders of the exchange notes, by first-class mail or delivered electronically if held by DTC, to the address of such holder appearing in the security register or otherwise in accordance with the procedures of DTC, a notice briefly describing such amendment. However, our failure to give such notice to all holders of the exchange notes, or any defect in such notice, will not impair or affect the validity of the amendment.

Defeasance

Subject to satisfaction of certain conditions specified in the Indenture, we at any time may terminate all of our obligations with respect to each series of the exchange notes, and under the Indenture, with respect to the legal defeasance of the exchange notes of such series, except for specific obligations including:

•     those respecting the defeasance trust;

•     to register the transfer or exchange of the exchange notes of such series;

•     to replace mutilated, destroyed, lost or stolen exchange notes of such series;

•     to maintain a registrar and paying agent in respect of the exchange notes of such series;

•     to provide certain information to the trustee; and

•     to compensate and reimburse the trustee.

Subject to satisfaction of certain conditions specified in the Indenture, we at any time may terminate our obligations with respect to each series of the exchange notes under the covenants described under the caption “—Certain Covenants.”

We may exercise our legal defeasance option notwithstanding our prior exercise of the covenant defeasance option. If we exercise our legal defeasance option with respect to a series of exchange notes, payment of such series of exchange notes may not be accelerated because of an Event of Default with respect thereto. If we exercise the covenant defeasance option with respect to a series of exchange notes, payment of such series of exchange notes may not be accelerated because of an Event of Default specified in clause (3) or (4) of the definition of Event of Default (with respect to the covenants described under “—Change of Control” and “—Certain Covenants”). If we exercise our legal defeasance option or our covenant defeasance option, each subsidiary guarantor will be released from its obligations with respect to its subsidiary guarantee.

In order to exercise either defeasance option with respect to a series of exchange notes, we must deposit irrevocably in trust, with the trustee, money or U.S. government obligations, which trust will be known as the defeasance trust. Through the payment of interest and principal on the exchange notes of the applicable series in accordance with their terms the defeasance trust will provide money in an amount sufficient to pay all the principal of, premium, if any, on, and interest on such series of notes, to redemption or maturity, as the case may be. We also must comply with other specified conditions, including delivery to the trustee of an opinion of counsel to the effect that:

•     holders of the exchange notes of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance;

•     holders of the exchange notes of the applicable series will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

•     in the case of legal defeasance only, the opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law; and

•     the defeasance trust will not constitute an investment company under the Investment Company Act of 1940, as amended.

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Discharge of the Indenture

If at any time (i) we deliver to the trustee all exchange notes of a series authenticated (other than any exchange notes of such series that have been destroyed, lost or stolen and that have been replaced or paid as provided in the Indenture and for whose payment money and/or U.S. Government obligations have been deposited in trust or segregated and held in trust by us and thereupon repaid to us or discharged from such trust, as provided in the Indenture) for cancellation or (ii) the notes of such series not theretofore delivered to the trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption, and we irrevocably deposit with the trustee cash in United States dollars, noncallable U.S. Government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay at maturity or upon redemption the exchange notes of such series not theretofore delivered to the trustee for cancellation, and if in either case we pay all other sums related to exchange notes of such series payable under the Indenture by us and we have delivered to the trustee an opinion of counsel and an officer’s certificate, each stating that all conditions precedent relating to the satisfaction and discharge of the Indenture with respect to such series of notes have been complied with, then the Indenture shall, subject to certain surviving provisions, cease to be of further effect with respect to such series of exchange notes. The trustee, on demand and at our expense, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture.

Regarding the Trustee

The Indenture provides that, except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the trustee will exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The Indenture contains limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates; provided, however, that if it acquires any conflicting interest (as defined in the Indenture or in the Trust Indenture Act), it must eliminate such conflict or resign.

Governing Law

The Indenture, the exchange notes and the subsidiary guarantee are governed by and shall be construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

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BOOK-ENTRY, DELIVERY AND FORM

The Global Notes

We will issue the exchange notes in the form of one or more global notes in registered form without interest coupons attached (the “Global Notes”). The Global Notes will be deposited upon issuance with the trustee, as custodian for DTC, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Upon issuance, the Global Notes representing the exchange notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Book-Entry Procedures for the Global Notes

All interests in the Global Notes will be subject to the operations and procedures of DTC. The Company provides the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time.

Neither the Company, the trustee, nor the initial purchasers take any responsibility for those operations or procedures, and the Company and the initial purchasers urge investors to contact the system or their participants directly to discuss these matters.

DTC has established procedures to facilitate transfers of interests in the Global Notes among DTC participants. However, DTC is not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither the Company nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing their operations.

Global Notes

DTC has advised the Company that it is a limited purpose trust company organized under the laws of the State of New York; a “banking organization” within the meaning of the New York Banking Law; a member of the Federal Reserve System; a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. Persons who have accounts with DTC (“DTC participants”) include securities brokers and dealers, including the initial purchasers of the original notes; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a Global Note, that nominee will be considered the sole owner or holder of the exchange notes represented by that Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have exchange notes represented by the Global Note registered in their names; will not receive or be entitled to receive physical, certificated exchange notes; and will not be considered the owners or holders of exchange notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under such indenture. As a result, each investor who owns a beneficial interest in a Global Note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Ownership of beneficial interests in each Global Note will be limited to DTC participants or persons who hold interests through DTC participants. We expect that under procedures established by DTC: upon deposit of each Global Note with DTC’s custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the DTC participants designated by the initial purchasers; and ownership of beneficial interests in each Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Payments of principal, premium (if any) and interest with respect to the exchange notes represented by a Global Note will be made by the paying agent to DTC’s nominee as the registered holder of the Global Note. None of us, the trustee or the paying agent will have any responsibility or liability for the payment of amounts to owners of

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beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC. Transfers between participants in DTC will be effected under DTC procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems. Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a Global Note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a Global Note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a Global Note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

Certificated Notes

Exchange notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if: (1) DTC notifies us at any time that it is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed; (2) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed; or (3) certain other events provided in the indenture should occur.

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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of material U.S. federal income tax considerations relevant to the exchange of original notes for exchange notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Code, Treasury Regulations, Internal Revenue Service (the “IRS”) rulings and pronouncements and judicial decisions now in effect, all of which may be subject to change at any time by legislative, judicial or administrative action. These changes may be applied retroactively in a manner that could adversely affect a holder of exchange notes. We cannot assure you that the IRS will not challenge one or more of the tax considerations described in this discussion, and we have not obtained, nor do we intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the U.S. federal tax consequences described herein. Some holders, including financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, dealers in securities or currencies, U.S. persons whose functional currency is not the U.S. dollar, or persons who hold the notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction may be subject to special rules not discussed below.

Exchange of Notes

The exchange of original notes for exchange notes in the exchange offer will not constitute a taxable event to holders. Consequently,

• no gain or loss will be recognized by a holder upon receipt of an exchange note;

• the holding period of the exchange note will include the holding period of the original note; and

• the adjusted tax basis of the exchange note will be the same as the adjusted tax basis of the original note immediately before the exchange.

Investors considering the exchange of original notes for exchange notes are urged to consult their own tax advisors regarding the application of the U.S. federal income tax consequences in light of their particular situations, as well as any consequences arising under laws of any other taxing jurisdiction.

THE PRECEDING DISCUSSION OF CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. WE URGE EACH PROSPECTIVE INVESTOR TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR NOTES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGES IN APPLICABLE LAWS.

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CERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition of the exchange notes (including any interest in an exchange note) by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts, and other arrangements that are subject to Section 4975 of the Code.

Section 406 of ERISA and Section 4975 of the Code impose certain fiduciary and prohibited transaction restrictions on: (a) employee benefit plans subject to Title I of ERISA (“ERISA Plans”), (b) plans that are not subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts and Keogh plans (together with ERISA Plans, “Plans”), and (c) entities that are deemed to hold “plan assets” under Department of Labor (“DOL”) Regulation 2510.3-101, as amended by Section 3(42) of ERISA (the “Plan Asset Regulation”) (collectively, “Plan Investors”). The ERISA and Code-based prohibited transaction rules limit certain transactions between Plan Investors and persons who are “parties in interest” under ERISA or “disqualified persons” under the Code (collectively, “Parties in Interest”) with respect to the Plan. In addition, certain governmental, church and non-U.S. plans (collectively, “Non-ERISA Arrangements”) are not subject to ERISA or Section 4975 of the Code, but may be subject to other laws which impose restrictions on their investment (each, a “Similar Law”).

As a result of our business, we may be a Party in Interest with respect to certain Plan Investors. Where we are a Party in Interest with respect to a Plan Investor (either directly or by reason of our ownership of our subsidiaries), the acquisition and holding of the exchange notes by or on behalf of a Plan Investor may be a prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, unless exemptive relief were available under an applicable prohibited transaction exemption. A non-exempt prohibited transaction may have to be rescinded, and parties that engage in such a transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.

Accordingly, the exchange notes (or any interest therein) may not be acquired or held by any Plan Investor unless such purchaser or holder is eligible for the exemptive relief available under one or more Prohibited Transaction Class Exemptions (“PTCE”), including PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, issued by the DOL, or the statutory prohibited transaction exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or another applicable prohibited transaction exemption or exception.

There can be no assurance that any of these class or statutory exemptions will apply and even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions may not cover all acts which might be construed as a prohibited transaction. Any purchaser or holder of the exchange notes or any interest therein will be deemed to have represented by its acquisition and holding thereof that either (a)(i) it is not (and for so long as it holds the notes or interest therein will not be) acquiring the exchange notes (or any interest therein) on behalf of or with “plan assets” of any Plan or any Non-ERISA Arrangements or (ii) its acquisition and holding of the exchange notes or any interest therein will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or in a violation under any Similar Law, and (b) it will not sell or otherwise transfer the notes or any interest therein otherwise than to a purchaser or transferee that is deemed to make these same representations and agreements with respect to its acquisition and holding of the exchange notes. Further, the fiduciaries of any Plan Investor considering an investment in the notes should determine whether the acquisition and holding of the notes is prudent, and consistent with the Plan’s governing documents and investment policies and objectives, and otherwise complies with any ERISA, Code, or Similar Law.

In addition to the above, the Plan Asset Regulation generally provides that, where a Plan acquires an equity interest in an entity, and the equity interest is neither a “publicly offered security” nor a security issued by an investment company registered under the United States Investment Company Act of 1940, then the assets of such Plan will include not only such equity interest, but also an undivided interest in each of the underlying assets of such entity. However, pursuant to the Plan Asset Regulation, such “look-through” treatment generally does not apply to any entity if (i) it constitutes an “operating company” as defined in the Plan Asset Regulation, or (ii) the ownership in such entity of Plan Investors is not “significant” (generally defined as less than 25% ownership of all classes of ownership). An “equity interest” for purposes of the Plan Asset Regulation does not include any instrument that is treated as indebtedness under applicable local law.

We expect that the exchange notes should constitute indebtedness under the Plan Asset Regulation. However, guidance from the DOL is minimal and there can be no assurance as to the characterization of the exchange notes.

Due to the complexity of the applicable rules, it is particularly important that fiduciaries or other persons considering purchasing the exchange notes on behalf of a Plan Investor consult with their counsel regarding

the consequences under ERISA and the Code of their investment in the exchange notes.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where original notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any resale of new notes received by it in exchange for original notes.

We will not receive any proceeds from any sale of exchange notes by broker-dealers.

Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions:

•    in the over-the-counter market;

•    in negotiated transactions;

•    through the writing of options on the new notes; or

•    a combination of those methods of resale at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices;

Any such resale may be made:

•    directly to purchasers; or

•    to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any such exchange notes;

Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of those exchange notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those exchange notes and any commission or concessions received by any such persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the exchange notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters with respect to the legality of the exchange notes offered hereby and the guarantees thereof will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, Chicago, Illinois. Certain legal matters relating to Pennsylvania law will be passed upon for us by Cozen O'Connor, Philadelphia, Pennsylvania. Certain legal matters relating to Oregon law will be passed upon for us by Stoel Rives LLP, Portland, Oregon.

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EXPERTS

The financial statements incorporated in this prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. In this prospectus, we “incorporate by reference” some of the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus. We incorporate by reference into this prospectus the documents listed below:

•     Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 23, 2023;

•     Those portions of our Definitive Proxy Statement on Schedule 14A filed on March 20, 2023 that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022;

•     Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on April 27, 2023 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed on July 27, 2023; and

•     Current Reports on Form 8-K filed on January 6, 2023, February 28, 2023, March 9, 2023, March 28, 2023, May 11, 2023 (including Amendment No. 1 thereto filed on August 22, 2023), May 16, 2023, May 26, 2023 and August 1, 2023 (except for any portions of such Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the SEC).

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You can obtain any of the documents incorporated by reference into this prospectus from the SEC through the SEC’s website (www.sec.gov). Unless otherwise expressly indicated, information obtained on or accessible through the SEC’s website or any other website referred to in this prospectus or in any document incorporated by reference herein shall not be deemed to be incorporated by reference herein.

We will provide, upon request, to each person to whom this prospectus is delivered a copy of the documents that we have incorporated by reference into this prospectus. You may request a copy of these filings at no cost by writing or telephoning us at:

Corporate Secretary

LKQ Corporation

500 West Madison Street, Suite 2800

Chicago, Illinois 60661

(312) 621-1950

56

LKQ Corporation

Offers to Exchange the Registered Notes Set Forth Below that

Have Been Registered Under the Securities Act of 1933, as

amended, for Any and All Outstanding

Restricted Notes set Forth Opposite the Corresponding

Registered Notes

Registered/Exchange Notes	Restricted/Original Notes
$800,000,000 5.750% Notes due 2028	$800,000,000 5.750% Notes due 2028
$600,000,000 6.250% Notes due 2033	$600,000,000 6.250% Notes due 2033

PROSPECTUS

Until                , 2023 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions

, 2023

57

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

LKQ Corporation—Delaware General Corporate Law

The purchase agreement under which the original notes were originally issued and sold provide for indemnification of directors and officers of each registrant against certain liabilities by the initial purchasers of such original notes. In addition, the registration rights agreement filed as Exhibit 4.2 to this Registration Statement provides for indemnification of directors and officers of each registrant against certain liabilities by holders of the old notes.

LKQ Corporation (the “Corporate Registrant”) is organized as a corporation under Delaware law and is subject to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). The following description is intended only as a summary and is qualified in its entirety by reference to the Restated Certificate of Incorporation (“Certificate of Incorporation”) of the Corporate Registrant, the Amended and Restated Bylaws (“Bylaws”) of the Corporate Registrant and the DGCL.

The Corporate Registrant is organized under the DGCL, which empowers Delaware corporations to indemnify any director or officer, or former director or officer, who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit, or proceeding, provided that such director or officer acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director or officer had no reasonable cause to believe his conduct was unlawful.

The DGCL also empowers Delaware corporations to provide similar indemnity to any director or officer, or former director or officer, for expenses, including attorneys’ fees, actually and reasonably incurred by the person in connection with the defense or settlement of actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the interests of the corporation, except in respect of any claim, issue, or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all of the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem proper.

The DGCL further provides that (i) to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit, or proceeding described above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, and (ii) indemnification and advancement of expenses provided by, or granted pursuant to, the DGCL shall not be deemed exclusive of any other rights to which the indemnified party may be entitled.

The DGCL permits a Delaware corporation to purchase and maintain, on behalf of any director or officer, insurance against liabilities incurred in such capacities. The DGCL also permits a corporation to pay expenses incurred by a director or officer in advance of the final disposition of an action, suit, or proceeding, upon receipt of an undertaking by the director or officer to repay such amount if it is determined that such person is not entitled to indemnification.

As permitted by the DGCL, the Corporate Registrant’s Certificate of Incorporation eliminates the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the director’s fiduciary duty except, to the extent provided by applicable law, (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which a director derived an improper personal benefit. In addition, the Corporate Registrant’s Certificate of Incorporation provides that it is required to indemnify its directors and officers to the fullest extent permitted by the DGCL for any expenses, liabilities or other matters, that such indemnification is not exclusive of any other right to indemnification that such person may be entitled to otherwise, and that the right to such indemnification is available for current and former directors and officers, and inures to the benefit of their heirs, executors, and administrators. The Corporate

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Registrant’s Bylaws also contain provisions for indemnification of its directors and officers consistent with the provisions of the DGCL.

The Corporate Registrant has also entered into an indemnification agreement with each of its directors and officers which provides for certain rights to indemnification and payment of expenses in addition to and in furtherance of the indemnification provisions in its Certificate of Incorporation.

The Corporate Registrant has obtained insurance policies indemnifying its directors and officers against certain civil liabilities and related expenses.

Additional Registrants

Many of LKQ’s subsidiary guarantors are incorporated or formed in other jurisdictions that have laws governing the indemnification of directors and officers that are substantially similar to the DGCL. In addition, the constituent documents of some of the subsidiary guarantors include similar provisions to those described above.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits. The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Description of Exhibits
2.1	Arrangement Agreement, dated as of February 26, 2023, by and among LKQ Corporation, Uni-Select Inc. and 9485-4692 Québec Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2023)
3.1	Restated Certificate of Incorporation of LKQ Corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2014).
3.2	Amended and Restated Bylaws of LKQ Corporation, as amended as of May 7, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on May 8, 2019).
3.3*	Articles of Incorporation of A&A Auto Parts Stores, Inc.
3.4*	Bylaws of A&A Auto Parts Stores, Inc.
3.5*	Articles of Incorporation of American Recycling International, Inc.
3.6*	Amended and Restated Bylaws of American Recycling International, Inc.
3.7*	Certificate of Formation of Assured Quality Testing Services, LLC
3.8*	Limited Liability Company Agreement of Assured Quality Testing Services, LLC
3.9*	Certificate of Formation of Automotive Calibration & Technology Services, LLC
3.10*	Amended and Restated Limited Liability Company Agreement of Automotive Calibration & Technology Services, LLC
3.11*	Certificate of Incorporation of DriverFx.com, Inc.
3.12*	Second Amended and Restated Bylaws of DriverFx.com, Inc.
3.13*	Certificate of Formation of Global Powertrain Systems, LLC
3.14*	Amended and Restated Limited Liability Company Agreement of Global Powertrain Systems, LLC
3.15*	Articles of Organization of KAIR IL, LLC
3.16*	Amended and Restated Limited Liability Company Agreement of KAIR IL, LLC
3.17*	Articles of Incorporation of KAO Logistics, Inc.
3.18*	By-laws of KAO Logistics, Inc.
3.19*	Certificate of Incorporation of KAO Warehouse, Inc.
3.20*	Amended and Restated Bylaws of KAO Warehouse, Inc.
3.21*	Restated Articles of Incorporation of Keystone Automotive Industries, Inc.
3.22*	Amended and Restated Bylaws of Keystone Automotive Industries, Inc.
3.23*	Articles of Incorporation of Keystone Automotive Operations, Inc.

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3.24*	Bylaws of Keystone Automotive Operations, Inc.
3.25*	Certificate of Incorporation of Keystone Automotive Operations of Canada, Inc.
3.26*	Amended and Restated Bylaws of Keystone Automotive Operations of Canada, Inc.
3.27*	Certificate of Formation of KPGW Canadian Holdco, LLC
3.28*	Third Amended and Restated Limited Liability Company Agreement of KPGW Canadian Holdco, LLC
3.29*	Articles of Incorporation of LKQ Auto Parts of Central California, Inc.
3.30*	Amended and Restated Bylaws of LKQ Auto Parts of Central California, Inc.
3.31*	Certificate of Incorporation of LKQ Best Automotive Corp.
3.32*	Amended and Restated Bylaws of LKQ Best Automotive Corp.
3.33*	Certificate of Incorporation of LKQ Central, Inc.
3.34*	Amended and Restated Bylaws of LKQ Central, Inc.
3.35*	Articles of Incorporation of LKQ Foster Auto Parts, Inc.
3.36*	Bylaws of LKQ Foster Auto Parts, Inc.
3.37*	Certificate of Incorporation of LKQ Investments, Inc.
3.38*	Amended and Restated Bylaws of LKQ Investments, Inc.
3.39*	Articles of Incorporation of LKQ Lakenor Auto & Truck Salvage, Inc.
3.40*	Amended and Restated Bylaws of LKQ Lakenor Auto & Truck Salvage, Inc.
3.41*	Certificate of Incorporation of LKQ Midwest, Inc.
3.42*	Amended and Restated Bylaws of LKQ Midwest, Inc.
3.43*	Certificate of Incorporation of LKQ Northeast, Inc.
3.44*	Amended and Restated Bylaws of LKQ Northeast, Inc.
3.45*	Certificate of Formation of LKQ Pick Your Part Central, LLC
3.46*	Amended and Restated Limited Liability Company Agreement of LKQ Pick Your Part Central, LLC
3.47*	Certificate of Formation of LKQ Pick Your Part Midwest, LLC
3.48*	Second Amended and Restated Limited Liability Company Agreement of LKQ Pick Your Part Midwest, LLC
3.49*	Certificate of Formation of LKQ Pick Your Part Southeast, LLC
3.50*	Amended and Restated Limited Liability Company Agreement of LKQ Pick Your Part Southeast, LLC
3.51*	Certificate of Incorporation of LKQ Southeast, Inc.
3.52*	Amended and Restated Bylaws of LKQ Southeast, Inc.
3.53*	Articles of Incorporation of LKQ Taiwan Holding Company
3.54*	Amended and Restated Bylaws of LKQ Taiwan Holding Company
3.55*	Certificate of Incorporation of LKQ Trading Company
3.56*	Amended and Restated Bylaws of LKQ Trading Company
3.57*	Articles of Incorporation of North American ATK Corporation
3.58*	Amended and Restated Bylaws of North American ATK Corporation
3.59*	Restated Articles of Incorporation of Pick-Your-Part Auto Wrecking
3.60*	Amended and Restated Bylaws of Pick-Your-Part Auto Wrecking
3.61*	Articles of Incorporation of Potomac German Auto, Inc.
3.62*	Amended and Restated Bylaws of Potomac German Auto, Inc.
3.63*	Articles of Incorporation of LKQ Redding Auto Center, Inc.
3.64*	Amended and Restated Bylaws of Redding Auto Center, Inc.
3.65*	Certificate of Incorporation of Warn Industries, Inc.

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3.66*	Amended and Restated Bylaws of Warn Industries, Inc.
4.1	Indenture dated as of May 24, 2023 among LKQ Corporation, as Issuer, the Guarantors, and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2023).
4.2	Registration Rights Agreement dated as of May 24, 2023 among LKQ Corporation, as Issuer, the Guarantors, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2023).
5.1*	Opinion of Sheppard, Mullin, Richter & Hampton LLP.
5.2*	Opinion of Cozen O'Connor.
5.3*	Opinion of Stoel Rives LLP.
10.1	LKQ Corporation 401(k) Plus Plan dated August 1, 1999 (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1, Registration No. 333-107417 filed with the SEC on July 28, 2003)
10.2	Amendment to LKQ Corporation 401(k) Plus Plan (incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1, Registration No. 333-107417 filed with the SEC on July 28, 2003)
10.3	Trust for LKQ Corporation 401(k) Plus Plan (incorporated herein by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1, Registration No. 333-107417 filed with the SEC on July 28, 2003)
10.4	LKQ Corporation 401(k) Plus Plan II, as amended and restated effective as of January 1, 2019 (incorporated herein by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2019)
10.5	LKQ Corporation 1998 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 10-Q filed with the SEC on November 1, 2016)
10.6	Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors (incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on February 26, 2021)
10.7	Form of LKQ Corporation Restricted Stock Unit Agreement for Employees (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2022)
10.8	Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement (PSU 1 Award) (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2020)
10.9	Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement (PSU 2 Award) (incorporated herein by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2020)
10.10	LKQ Corporation Cash Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2019)
10.11	Form of LKQ Corporation Annual Cash Bonus Award Memorandum (incorporated herein by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2020)
10.12	Form of LKQ Corporation Long-Term Cash Incentive Award Memorandum (incorporated herein by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the SEC on February 26, 2021)
10.13	Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
10.14	Form of Indemnification Agreement between directors and officers of LKQ Corporation and LKQ Corporation (incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, Registration No. 333-107417 filed with the SEC on July 28, 2003)
10.15	Change of Control Agreement between LKQ Corporation and Walter P. Hanley dated as of July 24, 2014 (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2014)

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10.16	Change of Control Agreement between LKQ Corporation and Michael S. Clark dated as of July 24, 2014 (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2014)
10.17	Change of Control Agreement between LKQ Corporation and Dominick P. Zarcone dated as of March 30, 2015 (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2015)
10.18	Change of Control Agreement between LKQ Corporation and Justin L. Jude dated as of May 13, 2015 (incorporated herein by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2016)
10.19	Change of Control Agreement between LKQ Corporation and Matthew J. McKay dated as of June 1, 2016 (incorporated herein by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2017)
10.20	Change of Control Agreement between LKQ Corporation and Varun Laroyia dated as of October 1, 2017 (incorporated herein by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018)
10.21	Change of Control Agreement between LKQ Corporation and Michael T. Brooks dated as of January 31, 2020 (incorporated herein by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2020)
10.22	Change of Control Agreement between LKQ Corporation and Genevieve L. Dombrowski dated as of March 22, 2021 (incorporated herein by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2022)
10.23	Change of Control Agreement between LKQ Corporation and Rick Galloway dated as of September 15, 2022. (incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 1, 2022)
10.24	LKQ Severance Policy for Key Executives (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2014)
10.25	Offer Letter to Dominick P. Zarcone dated February 12, 2015 (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2015)
10.26	Memorandum dated as of May 25, 2017 from Joseph M. Holsten to Dominick P. Zarcone (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 5, 2017)
10.27	Offer Letter dated as of September 14, 2022 from Dominick Zarcone to Varun Laroyia (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2022)
10.28	Memorandum dated as of September 14, 2022 from Dominick Zarcone to Rick Galloway (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2022)
10.29	LKQ Corporation Nonqualified Deferred Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2023)
10.30	Form of Voting and Support Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2023)
10.31	Voting and Support Agreement, dated as of February 26, 2023, by and among EdgePoint Investment Group Inc. and EdgePoint Wealth Management Inc. and 9485-4692 Québec Inc. and LKQ Corporation. (excluding Schedule A) (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2023)
10.32	Voting and Support Agreement, dated as of February 26, 2023, by and among Birch Hill Equity Partners V, LP, Birch Hill Equity Partners (US) V, LP and Birch Hill Equity Partners (Entrepreneurs) V, LP and 9485-4692 Québec Inc. and LKQ Corporation. (excluding Schedule A) (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2023)
10.33	Commitment Letter, dated as of February 26, 2023, by an among LKQ Corporation, Bank of America, N.A., BofA Securities, Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2023)
21.1	List of subsidiaries, jurisdictions and assumed names (incorporated herein by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2023)

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22.1*	Subsidiary Guarantor of Guaranteed Securities
23.1*	Consent of Independent Registered Public Accounting Firm.
23.2*	Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1).
23.3*	Consent of Cozen O'Connor (included in Exhibit 5.2).
23.4*	Consent of Stoel Rives LLP (included in Exhibit 5.3).
24.1*	Power of Attorney for officers and directors of LKQ Corporation.
24.2*	Power of Attorney for officers and directors of the Additional Guarantors (other than Warn Industries, Inc.).
24.3*	Power of Attorney for officers and directors of Warn Industries, Inc.
25.1*	Form T-1 Statement of Eligibility of Trustee.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
99.3*	Form of Letter to Clients.
99.4*	Form of Letter to Registered Holders.
99.5*	Form of Instruction to Registered Holder from Beneficial Owner.
107*	Filing Fee Table
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

Item 22. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Filing Fees Tables" or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, an undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) Each of the undersigned registrants hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)2 of the Act.

(e) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

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(f) Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES OF ISSUER

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on September 1, 2023.

LKQ CORPORATION
By	/s/ Dominick Zarcone
Name:	Dominick Zarcone
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 1st day of September, 2023.

Signature	Title
/s/ Dominick Zarcone	President and Chief Executive Officer, Director
Dominick Zarcone	(principal executive officer)
/s/ Rick Galloway	Senior Vice President and Chief Financial Officer
Rick Galloway	(principal financial officer)
/s/ Michael S. Clark	Vice President – Finance and Controller
Michael S. Clark	(principal accounting officer)
/s/ Patrick Berard
Patrick Berard	Director
/s/ Meg Ann Divitto
Meg Ann Divitto	Director
/s/ Joseph M. Holsten
Joseph M. Holsten	Director
/s/ Blythe J. McGarvie
Blythe J. McGarvie	Director
/s/ John W. Mendel
John W. Mendel	Director
/s/ Jody G. Miller
Jody G. Miller	Director
/s/ Guhan Subramanian
Guhan Subramanian	Director
/s/ Xavier Urbain
Xavier Urbain	Director

SIGNATURES OF ADDITIONAL REGISTRANTS

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on September 1, 2023.

A&A Auto Parts Stores, Inc.
American Recycling International, Inc.
Assured Quality Testing Services, LLC
Automotive Calibration & Technology Services, LLC
DriverFx.com, Inc.
Global Powertrain Systems, LLC
KAIR IL, LLC
KAO Logistics, Inc.
KAO Warehouse, Inc.
Keystone Automotive Industries, Inc.
Keystone Automotive Operations, Inc.
Keystone Automotive Operations of Canada, Inc.
KPGW Canadian Holdco, LLC
LKQ Auto Parts of Central California, Inc.
LKQ Best Automotive Corp.
LKQ Central, Inc.
LKQ Foster Auto Parts, Inc.
LKQ Investments, Inc.
LKQ Lakenor Auto & Truck Salvage, Inc.
LKQ Midwest, Inc.
LKQ Northeast, Inc.
LKQ Pick Your Part Central, LLC
LKQ Pick Your Part Midwest, LLC
LKQ Pick Your Part Southeast, LLC
LKQ Southeast, Inc.
LKQ Taiwan Holding Company
LKQ Trading Company
North American ATK Corporation
Pick-Your-Part Auto Wrecking
Potomac German Auto, Inc.
Redding Auto Center, Inc.
By:	/s/ Rick Galloway
Name:	Rick Galloway
Title:	Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 1st day of September, 2023.

Signature	Title
/s/ Dominick Zarcone	President (principal executive officer) and a Director
Dominick Zarcone
/s/ Rick Galloway	Vice President and Chief Financial Officer
Rick Galloway	(principal financial officer)
/s/ Michael S. Clark	Vice President – Finance and Controller
Michael S. Clark	(principal accounting officer)
/s/ Varun Laroyia	Director
Varun Laroyia

SIGNATURES OF ADDITIONAL REGISTRANTS

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on September 1, 2023.

Warn Industries, Inc.
(Registrants)
By	/s/ William Rogers
Name:	William Rogers
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 1st day of September, 2023.

Signature	Title
/s/ William Rogers	President (principal executive officer)
William Rogers
/s/ Karl Tao	Vice President and Controller
Karl Tao	(principal financial officer and principal accounting officer)
/s/ Dominick Zarcone	Director
Dominick Zarcone
/s/ Varun Laroyia		Director
Varun Laroyia

EX-3.3

Exhibit 3.3

Pennsylvania Department of State

Bureau of Corporations and Charitable Organizations

PO Box 8722 | Harrisburg, PA 17105-8722

T:717-787-1057

dos.pa.gov/BusinessCharities

Entity Name:		A&A AUTO PARTS STORES, INC.
Jurisdiction:		PENNSYLVANIA			Issuance Date:		11/21/2022
Entity No.:		0002872663			Receipt No.:		000259154
Entity Type:		Domestic Business Corporation			Certificate No.:		005254931
		Document Listing
Image No.	Date Filed		Effective Date	Filing Description		No. of Pages
A5589196-1	04/19/1999		04/19/1999	Initial Filing		2
** **** ****** ******** End of List ******** ****** **** **

I, Leigh M. Chapman, Acting Secretary of the Commonwealth of Pennsylvania, do hereby certify that the attached document(s) referenced above are true and correct copies and were filed in this office on the date(s) indicated above.

IN TESTIMONY WHEREOF, I have
hereunto set my hand and caused the seal
of my office to be affixed, the day and year
above written LEIGH M. CHAPMAN Acting Secretary of the Commonwealth

Verify this certificate online at www.file.dos.pa.gov

04/19/99 13:30 FAX 717-655-8115            KEYSTONE AUTO                02
Microfilm Number 9529-260			Filed with the Department of State onAPR 19 1999
Entity Number 2872663			/s/Kim
			Secretary of the Commonwealth CK
ARTICLES OF INCORPORATION-FOR PROFIT OF
		A&A Auto Parts Stores, Inc.
		Name of Corporation A TYPE OF CORPORATION INDICATED BELOW
Indicate type of domestic corporation:
	Business-stock (15 Pa.C.S. § 1306)			Management (15 Pa.C.S. § 2702)
	Business-nonstock (15 Pa.C.S.§ 2102)			Professional (15 Pa.C.S. § 2903)
	Business-statutory close (15 Pa.C.S. § 2303)			Insurance (15 Pa.C.S. § 3101)
	Cooperative (15 Pa.C.S. § 7102)
DSC8:15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby, state(s) that:

1. The name of the corporation is: A&A Auto Parts Stores, Inc.    

    

2. The (a) address of this corporations initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)	44 Tunkhannock Avenue		Exeter	PA	18643	Luzerne
	Number and Street		City	State	Zip	County
(b)c/o:
		Name of Commercial Registered Office Provider			County

For a corporation represented by (a) commercial registered office provider, the country (b)shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized is: 100,000 (other provisions, if any, attach 8 ½ x 11 sheet)

5. The name and address, including number and street, if any, of each incorporator is:

Name	Address
Ann B. Cianflone	44 Tunkhannock Avenue, Exeter, PA 18643

APR 1999

PA Dept of State

04/19/99 13:30 FAX 717-655-8115            KEYSTONE AUTO                03

DSC8:15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)-2

6. The specified effective date, if any, is     April 20 1999     
month day year hour, if any

7. Additional provisions of the articles, if any, attach on 8 ½ x 11 sheet.

8. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

XXXXXXXXXXXXX.

9. Cooperative corporations only: (Complete and strike out inapplicable term) The common bond of membership among its members/shareholders is: n/a    .

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this

_19th day of April , 1999.

/s/ Ann Cianflone

(Signature)

(Signature)

EX-3.4

Exhibit 3.4

A&A AUTO PARTS STORES, INC.

BYLAWS

ARTICLE I OFFICES

1.1    Registered Office: The registered office shall be in the City of Exeter, County of Luzerne, State of Pennsylvania.

1.2    Other Offices: The corporation may also have offices at such other places both within and without the State of Pennsylvania as the board of directors may from time to time determine or the business of the corporation may require,

ARTICLE II MEETINGS OF STOCKHOLDERS

2.1    Place of Meetings: All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Pennsylvania as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Pennsylvania, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2    Date of Annual Meeting: Annual meetings of stockholders, commencing with the year 2000, shall be held on the second Wednesday of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 o’clock A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

2.3    Notice of Annual Meeting: Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

2.4    Stockholders List: The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholders, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.5    Special Meetings: Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

SMRH:4872-3960-3320.1 -1-

2.6    Notice of Special Meetings: Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

2.7    Business Transacted at Special Meeting: Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.8    Quorum: The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.9    Vote Required: When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

2.10    Voting: Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

At all elections of the directors of the corporation each stockholder having voting power shall be entitled to exercise the right to cumulative voting, but only if so provided in the certificate of incorporation.

2.11    Action Without Meeting: Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III DIRECTORS

3.1    Number of Directors: The first board shall consist of two (2) directors. Thereafter, the number of directors shall be determined by resolution of the board of

SMRH:4872-3960-3320.1 -2-

directors or by the stockholders at the annual meeting. The directors shall be elected at an annual or special meeting of the stockholders, except as provided in Section 3.2 of these ByLaws, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

3.2    Vacancies: Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

3.3    Powers of Directors: The business of the corporation shall be managed by or under the director of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these ByLaws directed or required to be exercised or done by the stockholders.

3.4    Place of Meetings: The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Pennsylvania.

3.5    First Meeting: The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors or as shall be specified in a written waiver signed by all of the directors.

3.6    Regular Meetings: Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.7    Special Meetings: Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

3.8    Quorum; Vote Necessary: At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute

SMRH:4872-3960-3320.1 -3-

or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.9    Action Without Meeting: Unless otherwise restricted by the certificate of incorporation or these ByLaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board of committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

3.10    Telephonic Communications: Unless otherwise restricted by the certificate of incorporation or these ByLaws, members of the board of directors; or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.11    Committees of Directors: The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, including a Management Committee, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee,

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the ByLaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

3.12    Minutes of Committees: Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

3.13    Compensation of Directors: Unless otherwise restricted by the certificate of incorporation or these ByLaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of

SMRH:4872-3960-3320.1 -4-

attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.14    Removal of Directors: Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV NOTICES

4.1    Form: Whenever, under the provisions of the statutes or of the certificate of incorporation or of these ByLaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

4.2    Waiver: Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these ByLaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V OFFICERS

5.1    Officers Required: The officers of the corporation shall e chosen by the board of directors and shall be a president, a chief financial officer/treasurer and a secretary. The board of directors may also choose one or more senior vice-presidents and vice-presidents, and one or more assistant secretaries and assistant treasurers.. The president and certain senior vice-presidents designated by the board of directors will be known as the “managing director.” Each other officer of the corporation shall be known as a “director.” (Unless otherwise indicated herein in connection with an officer of the corporation, all references to the term director in these ByLaws shall mean a member of the board of directors of the corporation). Any number of offices may be held by the same person, unless the certificate of incorporation or these ByLaws otherwise provide.

5.2    Election by Directors: The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, chief financial officer/treasurer and a secretary.

5.3    Other Officers: The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. All officers other than the president shall be called “directors.”

5.4    Salaries: The salaries of all officers and agents of the corporation shall be fixed by the board of directors,

5.5    Term; Removal; Vacancy: The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority

SMRH:4872-3960-3320.1 -5-

of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

5.6    President: The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

5.7    President’s Execution of Contracts: He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

5.8    Senior Vice President’s and Vice-President’s Duties: In the absence of the president or in the event of his inability or refusal to act, the senior vice presidents or the vice-president (or in the event there be more than one senior vice president and vice-president, in the order designated by the board of directors, or in the absence of any designation, then in the order of their election) (each senior vice president and each vice president) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

5.9    Secretary’s Duties: The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

5.10    Assistant Secretary’s Duties: The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

5.11    Chief Financial Officer/Treasurer’s General Duties: The chief financial officer/treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

5.12    Chief Financial Officer/Treasurer to Disburse Funds: He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of

SMRH:4872-3960-3320.1 -6-

directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as chief financial officer and of the financial condition of the corporation.

5.13    Chief Financial Officer/Treasurer’s Bond: If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

5.14    Assistant Treasurer’s Duties: The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer/treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the chief financial officer/treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

6.1    Certificate of Stock: Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Pennsylvania, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

6.2    Signatures: Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SMRH:4872-3960-3320.1 -7-

6.3    Lost Certificates: The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.4    Transfer of Stock: Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

6.5    Fixing Record Date: In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

6.6    Registered Stockholders: The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Pennsylvania.

ARTICLE VII GENERAL PROVISIONS

7.1    Dividends: Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

7.2    Reserves: Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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7.3    Annual Statement: The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

7.4    Checks: All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

7.5    Fiscal Year: The fiscal year of the corporation shall be determined by the Board of Directors.

7.6    Seal: The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII INDEMNIFICATION

8.1    Actions By Third Parties: The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

8.2    Actions By or In the Right of the Corporation: The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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8.3    Expenses of Successful Defense: To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 8.1 and 8.2 of these Bylaws, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

8.4    Determination That Indemnification Is Proper: Any indemnification under Sections 8.1 and 8.2 of these ByLaws, (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 8.1 and 8.2 of these ByLaws. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

8.5    Advances: Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.

8.6    Provisions Not Exclusive: The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.7    Insurance: The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VIII.

8.8    Constituent Corporation: For purposes of this Article VIII, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify the directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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8.9    Other Enterprises; Fines; Services: For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this Article VIII.

8.10    Continuation of Indemnification and Advancement of Expenses: The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE IX AMENDMENTS

9.1    Amendments by Stockholders or Directors: These ByLaws may be altered, amended or repealed or new ByLaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new ByLaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal ByLaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal ByLaws.

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EX-3.5

Exhibit 3.5

					California Secretary of State Business Programs Division1500 11th Street, Sacramento, CA 95814
Request Type:			Certified Copies				Issuance Date:		11/21/2022
Entity Name:		AMERICAN RECYCLING INTERNATIONAL, INC.					Copies Requested:			1
							Receipt No.:	002980400
Formed In:	CALIFORNIA						Certificate No.:		061459834
Entity No.:	0786006
Entity Type:			Stock Corporation – CA - General
Document Listing
Reference #				Date Filed		Filing Description				Number of Pages
186127212-1				09/14/1976		Initial Filing				7
** **** ****** ******** End of List ******** ****** **** **

I, SHIRLEY N. WEBER, PH.D., California Secretary of State, do hereby certify on the Issuance Date,
the attached document(s) referenced above are true and correct copies and were filed in this office on the
date(s) indicated above.

IN WITNESS WHEREOF, I execute the
certificate and affix the Great Seal of the
State of California on November 21, 2022. SHIRLEY N. WEBER, PH.D. Secretary of State

To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of
State Certification Verification Search available at bizfileOnline.sos.ca.gov.

ARTICLE OF INCORPORATION        

OF

AMERICAN RECYCLING INTERNATIONAL, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the Laws of the State of California,

AND WE DO HEREBY CERTIFY:

FIRST:    That the name of this corporation is AMERICAN RECYCLING INTERNATIONAL, INC.

SECOND:    That the specific business in which this Corporation is to primarily engage is the management and operation of an auto dismantling yard and auto parts sales business and activities related to such management and operation.

THIRD:    In addition to the foregoing primary purposes, the Corporation shall have the further general purposes and powers as follows:

(a)    To invest in, deal with, buy, sell, procure, trade, exchange, manage, form and participate in syndicates and join ventures and individual investments, in real or personal property for profit.

(b)    To construct, own, operate, lease, manage, and maintain stores, houses, apartment buildings, lofts, warehouses, yards, lots, hotels, motels, duplexes, factories, office buildings, farms, mines,

and other facilities and properties for its own account or for others as broker, financier, investor, manager or otherwise.

(c) To purchase such machinery, equipment, vehicles, or other supplies, materials, tools, facilities and parts that may be necessary in the operation, upkeep, management, and maintenance of such business; to employ such servants, agents or employees as may be desired or needed in the conduct of such business of this Corporation; to contract and be contracted with for the purchase, manufacture, repair, refurbishing, distribution, sale, lease or hire of the equipment, property, inventory or assets of such business of, contract for, procure, or otherwise engage in the business as a vendor, jobber, commission merchant, agent, broker, or distributor of stocks, bonds, real property, personal property, notes, securities, other choses in action or fungible goods of every sort, type, kind and description.

(d) To purchase, lease, or otherwise acquire, rent and build, in this state or elsewhere, for the erection and establishment of a manufacturing plant or plants with the necessary equipment, machinery, buildings and accessories to carry on and conduct a general manufacturing business.

(e) To do a wholesale manufacturing business and to buy, sell, lease, distribute, rent, hire, import, export and deal in at wholesale, at retail, or as jobber or distributor of all kinds of manufactured and unmanufactured products.

(f) To invest in, buy, sell, trade, exchange, mortgage, hypothecate, deed in trust, pledge, factor and otherwise deal in, to own, operate, maintain, equip, improve, repair, alter, and otherwise deal with, use and enjoy; to invent, design, develop, assemble, build, construct,

fabricate, manufacture, aid, import, lease as lessee, and otherwise deal with or deal in goods, ware, merchandise, choses in action, and personal property of every sort, kind, type, nature and description.

(g) To act as agent of, distributor or representative of corporations, firms or individuals, and as such to buy, sell, distribute, manufacture, advertise, to supply and deal with their products and merchandise; to develop, advertise and extend the sale and business interests of such corporations, firms and individuals and of their various products.

(h) To create, purchase, hold, license, sell license and deal in patent rights for inventions and designs, and to purchase copyrights with the right to issue licenses for the same and receive pay therefor; and to purchase, acquire, hire, and maintain all buildings, plants, machinery and factories necessary and incidental for the manufacture, production, sale and distribution thereof.

(i) To buy, sell, lease, own, operate, manage, maintain, deed in trust, mortgage, and in any and all other facilities and properties for the growing or production of food and food products or crops, animals, produce or other incidents of agricultural endeavor or such investments or futures or other choses in action or indicia thereof; and likewise to acquire, deal in and dispose of the production of and the byproducts of mines, wells and other facilities for the production of metals, hydrocarbons and hydrocarbon products, coal, gas, jewels, radioactive materials, and for the processing thereof, and of the machinery and plants incident thereto, and of the mining or drilling properties themselves or of interests therein or rights thereto of every sort, type, kind, nature, and description.

(j) To buy, contract for, lease and otherwise dispose of patent rights and processes or rights, thereof and franchise rights, governmental, state, territorial, county and municipal grants, commissions and charters of every character which this Corporation may deem advantageous in the production of its business or in the maintenance, operation, development, or extension of its properties.

(k) To enter into, make, perform and carry out contracts of every kind and for any lawful purpose without limit as to amount with any person, firm, association, or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

(l) To carry on any business whatsoever which this Corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise or which may be calculated directly or indirectly to promote the interests of this Corporation or to enhance the value of the property or business; to conduct its business in this state, in other states, in the District of Columbia, in the Territories and Colonies of the United States and in foreign countries; and to hold, purchase, mortgage and convey real and personal property herein or out of the State of California, and to have and to exercise all of the powers conferred by the Laws of the State of California upon corporations formed under the laws pursuant to and under which this Corporation is formed as such laws are now in effect or may, at any time hereafter, be amended.

(m) To use and operate under a fictitious name other than the name of this Corporation, if such be deemed advisable.

FOURTH: The County in the State of California, where the principal office for the transaction of the business of this Corporation is to be located is Los Angeles.

FIFTH: This Corporation is authorized to issue only one class of shares of stock; the total number of said shares shall be 25,000 shares; the aggregate par value of all such shares shall be $250,000.00; and the par value of each of said shares shall be $10.00.

SIXTH: No distinction shall exist between the shares of this Corporation or the holders thereof.

SEVENTH: (a) The number of Directors of thisCorporation shall be five (5).

(b) The number of Directors may be subject to change by the By-Laws of this Corporation.

(c) Subject to any exceptions contained herein, the Board of Directors is authorized to make any change in the By-Laws of this Corporation which it is legally entitled to make under the laws of this state.

EIGHTH: The names and addresses of the persons who are appointed to act as the first Directors, of this Corporation are as follows:

GLEN CARLTON McELROY	/s/Glenn Carlton McElroy
	4414 E. Live Oak, Monrovia, CA 90745
PHILLIP BUFORD McELROY	/s/Phillip Buford McElroy
	4414 E. Live Oak, Monrovia, CA 90745
WILLIAM HENDERSON	/s/William Henderson
	4414 E. Live Oak, Monrovia, CA 90745
THOMAS COOK HUTTON	/s/Thomas Cook Hutton
	4414 E. Live Oak, Monrovia, CA 90745
RONALD STONE	/s/ Ronald Stone
	4414 E. Live Oak, Monrovia, CA 90745

NINTH: The shares of stock of this Corporation are

non-assessable.

IN WITNESS WHEREOF, for the purpose of forming this Corporation, including the persons named hereinabove, as first Directors of this Corporation, have executed these Articles of Incorporation this 20th day of August , 1976.

/s/ Glen Carlton McElroy	/s/ Phillip Buford McElroy
GLEN CARLTON McELROY	PHILLIP BUFORD McELROY
/s/William Henderson	/s/ Thomas Cook Hutton
WILLIAM HENDERSON	THOMAS COOK HUTTON
/s/Ronald Stone
RONALD STONE

STATE OF CALIFORNIA        )
                    ) ss.

COUNT OF LOS ANGELES    )

On this 20th day of August, 1976, before
me, the undersigned, a Notary Public in and for the said County and State, duly commissioned and sworn personally appeared GLEN CARLTON McELROY, PHILLIP BUFORD McELROY, WILLIAM HENDERSON, THOMAS COOK HUTTON, and RONALD STONE, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

WITNESS my hand and official seal.

/s/Robert F. Williams    

Notary Public in and for said County
            and state

STATE OF CALIFORNIA        )
                    )

COUNTY OF ORANGE        )

On this 2nd day of September, 1976, before me, the under- signed Notary Public, personally appeared RONALD STONE, known to me to be the person whose name is subscribed to the foregoing Articles of Incorporation, and acknowledged to me that he executed the same.

WITNESS my hand and official seal.

	/s/Pamela M. Gann
	Notary Public

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED BYLAWS

OF

AMERICAN RECYCLING INTERNATIONAL, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

American Recycling International, Inc. (the “Corporation”) may have such offices, including registered offices, at such places both within and outside the State of California as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of California as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the members of the Board of Directors then in office, or the holder of shares of the Corporation’s capital stock entitled to cast not less than 10 percent of the votes at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice of meetings may be given by any means described in Section 118 of the California Corporations Code.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment provided that any action taken, other than adjournment, shall be approved by at least a majority of the shares required to constitute a quorum. If, however, such majority shall not be present or represented at any meeting of the stockholders, the vote of a majority of the shares represented either in person or by proxy, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (or by means of remote

communications), and notice need not be given of any such adjourned meeting if the time and place (if any) thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by applicable law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    members of the Board of Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    whenever any corporate action other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders of the Corporation, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of capital stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such stockholder and bearing a date not more than eleven months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by applicable law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation. Such notice shall be delivered in compliance with Section 601(b) and Section 603(b)(2) of the California Corporations Code.

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Section 9.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If any meeting of the stockholders is adjourned for more than 45 days from the date set for the original meeting, the Board of Directors shall fix a new record date for determining the stockholders entitled to notice of and to vote at such adjourned meeting. If no record date is fixed:

(a)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

(b)    the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

(c)    the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 10.    Consent of Absentees.The transactions of any meeting of stockholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more stockholders has given notice at the meeting prior to the voting of the stockholder’s intent to cumulate the stockholder’s votes, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder’s shares are normally entitled, or distribute the stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation and Section 212(a) of the California Corporations Code, the number of directors which shall

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constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. Directors must be natural persons.

Section 3.    Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If one or more directors are so removed at a meeting of stockholders, the stockholders may elect new directors at the same meeting.

Section 5.    Vacancies. Except for a vacancy created by the removal of a director, all vacancies on the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California Corporations Code, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the stockholders. Vacancies created by the removal of a director may be filled only by approval of the stockholders. The stockholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of California.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice on such dates and at such times and places, if any, within or without the State of California, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, or the Secretary or any two directors. Written notice of the time and place of all special meetings of the Board of Directors shall be

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delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means to each director at least 48 hours before the meeting, or sent to each director by first class mail, postage prepaid, at least four days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, a majority of the Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the Board of Directors or committee present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If the Board of Directors consists of only one director, such sole director shall constitute a quorum. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

Section 10.    Manner of Acting.

(a)    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the Corporation (other than conference telephone and electronic video screen communication), presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently; and (ii) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

(b)    Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law (including Section 307(b) of the California Corporations Code) any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ny such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve any action that requires approval of the stockholders or approval of the outstanding shares under applicable law, (ii) fill vacancies on the Board of Directors or any committee, (iii) fix the compensation of directors for service on the Board of Directors or any committee, (iv) amend or repeal bylaws or adopt new bylaws, (v) adopt, amend or repeal any resolution of the full Board of Directors that by its express terms is not so amendable or repealable, (vi) authorize distributions to stockholders, except at a rate, in a periodic amount, or within a range set out in the Articles of Incorporation or determined by the Board of Directors, or (vii) appoint other committees or members of other committees.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 3 hereof. At the time of the appointment of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by Section 312(a) of the California Corporations Code.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

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Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice by the Board of Directors or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a member of the Board of Directors.

Section 7.    Chairman of the Board. The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall, in addition be the Chief Executive Officer of the Corporation, and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book or electronic record to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Secretary shall keep in safe custody the seal of the Corporation (to the extent the Board of Directors

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determines to cause the Corporation to have a seal), and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.    Chief Financial Officer and Assistant Chief Financial Officers.

(a)    The Chief Financial Officer (who shall also be the Treasurer if the Board of Directors does not designate another officer to hold that office) shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall assign.

(b)    The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Chief Financial Officer shall keep and maintain the Corporation’s books of account and shall render to the Chairman of the Board or the President, and the Board of Directors an account of all of their transactions as Chief Financial Officer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chairman of the Board or the President, or the Board of Directors at any time.

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(c)    The Assistant Chief Financial Officer or if there shall be more than one, the Assistant Chief Financial Officers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Chief Financial Officer designated by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder of capital stock in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by the California Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of capital stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate with respect to capital stock of the Corporation to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the California Corporations Code.

Section 6.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of capital stock subject to the provisions of the California Corporations Code.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of California, and such other records required by law, shall be kept in such place or places either within or without the State of California as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders of the Corporation entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the

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Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the Board of Directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Manner of Giving Notice. Whenever, under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any member of the Board of Directors or any stockholder of the Corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mailing (as such term is defined in Section 113 of the California Corporations Code) addressed to such member of the Board of Directors or stockholder, at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails, postage prepaid. Any other notice shall be deemed to have been given in accordance with Section 118 of the California Corporations Cde. Notice to members of the Board of Directors or, subject to the terms of the California Corporations Code, stockholders of the Corporation, may also be given in the manner described in Section 118 of the California Corporations Code.

Section 7.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.    Annual Report. The Annual Report to stockholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 stockholders.

Section 9.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 10.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

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Section 11.    Amendment. Bylaws may be adopted, amended, or repealed by the vote or the written consent of stockholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of stockholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw or amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 12.    Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Article VI, Section 15 shall have the same meaning as such terms in said Section 317.

Section 13.    Amendment and Restatement. These Bylaws shall be deemed to supersede and replace any bylaws of the Corporation which may have existed prior to the date set forth on the cover page of these Bylaws. Any and all such prior bylaws are hereby terminated ab initio and shall have no further force or effect.

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EX-3.7

Exhibit 3.7

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASSURED QUALITY TESTING SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF JANUARY, A.D. 2019, AT 5:12 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

AFORESAID LIMITED LIABILITY COMPANY, “ASSURED QUALITY TESTING SERVICES, LLC”.

State of Delaware
Limited Liability Company
Certificate of Formation

    FIRST:    The name of this Delaware limited liability company is:
Assured Quality Testing Services, LLC

    SECOND:    The name and address of the registered agent of the Company is:
Corporate Creations Network Inc.
3411 Silverside Road Tatnall Building #104
Wilmington DE 19810

The undersigned authorized person has executed this Certificate of Formation on

January 23, 2019.

    /s/ Carlos M. Alvarez                    
AUTHORIZED PERSON:
CARLOS M ALVAREZ, SPECIAL SECRETARY

EX-3.8

Exhibit 3.8

LIMITED LIABILITY COMPANY AGREEMENT
OF
ASSURED QUALITY TESTING SERVICES, LLC
(a Delaware Limited Liability Company)

THIS LIMITED LIABILITY COMPANY AGREEMENT OF ASSURED QUALITY TESTING SERVICES, LLC, a Delaware limited liability company (the “Company”), is made and effective as of the Effective Date, as defined below, by KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, etseq. (the “Act”).

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this “Agreement”):

1.    Name. The name of the limited liability company formed hereby is ASSURED QUALITY TESTING SERVICES, LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. Carlos M. Alvarez, whom the Member hereby confirms was designated as an “authorized person” within the meaning of the Act, has executed, delivered and filed the initial Certificate of Formation of the Company. Upon the filing of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware, her power as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on January 23, 2019, being the date the initial Certificate of Formation of the Company was filed with the Office of the Secretary of State of the State of Delaware, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Delaware is located at 3411 Silverside Road Tatnall Building #104, Wilmington, DE 19810, County of New Castle.

5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporate

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Creations Network Inc., 3411 Silverside Road Tatnall Building #104, Wilmington, DE 19810, County of New Castle.

6.    Admission of Member. Simultaneously with the execution and delivery of this Agreement, the Member is hereby admitted to the Company as the sole member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

7.    Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, an “Interest”), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.    Indemnification. Unless otherwise provided in this Section 10(b), the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a “Covered Person” and collectively, the “Covered Persons”) relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys’ fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred. Notwithstanding the provisions of this Section 10(b), this Section 10(b) shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

c.    Elimination of Duties and Liability. Notwithstanding any other provision of this Agreement or anything otherwise existing at law (whether common or statutory), in equity or otherwise, to the fullest extent permitted by applicable law, in taking actions for, on behalf or in respect of, or relating or with respect to the Company, including, without limitation, causing the Company to take or refuse to take any action in respect of any matter, and for all other purposes, no Covered Person shall have any duties (including any fiduciary duties), whether direct or indirect, or any liabilities relating thereto, to the Company, any Member or any other person or entity that is a party to or is otherwise bound by this Agreement, including without limitation any duty (including any fiduciary duty) to consider any interests of or factors affecting the Company, any Member or any other person or entity, and such Covered Person shall be

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entitled to consider such interests and factors as it desires, including its own interests, any such duties (including fiduciary duties) and liabilities relating thereto, if any, being hereby eliminated to the fullest extent permitted by applicable law (and provided, however, that nothing in this Agreement shall be construed as eliminating the implied contractual covenant of good faith and fair dealing or liability for any act or omission that constitutes a bad faith violation thereof).

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation. The Member shall not receive compensation for services rendered to the Company.

16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.    Distributions upon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.

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18.    Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (b) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, “Default Rule” shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s certificate of formation or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of April 15, 2019 (the “Effective Date”).

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a California corporation

By:    /s/ Matthew McKay            

Name:    Matthew McKay            

Title:    Secretary                

[Signature Page to Operating Agreement of Assured Quality Testing Services, LLC]

EX-3.9

Exhibit 3.9

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AUTOMOTIVE CALIBRATION & TECHNOLOGY SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SEVENTH DAY OF MARCH,

A.D. 2018, AT 2:41 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

AFORESAID LIMITED LIABILITY COMPANY, “AUTOMOTIVE CALIBRATION & TECHNOLOGY SERVICES, LLC”.

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State of Delaware
Limited Liability Company
Certificate of Formation

    FIRST:    The name of this Delaware limited liability company is:
Automotive Calibration & Technology Services, LLC

    SECOND:    The name and address of the registered agent of the Company is:
Corporate Creations Network Inc.
3411 Silverside Road Tatnall Building #104
Wilmington DE 19810

The undersigned authorized person has executed this Certificate of Formation on

March 7, 2018.

    /s/ Diana Serra                        
AUTHORIZED PERSON:
CORPORATE CREATIONS INTERNATIONAL INC. – ORGANIZER
Diana Serra, Special Secretary

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EX-3.10

Exhibit 3.10

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

AUTOMOTIVE CALIBRATION & TECHNOLOGY SERVICES, LLC

(a Delaware Limited Liability Company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT OF AUTOMOTIVE CALIBRATION & TECHNOLOGY SERVICES, LLC, a Delaware limited liability company (the "Company"), is made and effective as of the Effective Date, as defined below, by KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation (the "Member"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the "Act").

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this "Agreement"):

1.    Name. The name of the limited liability company formed hereby is AUTOMOTIVE CALIBRATION & TECHNOLOGY SERVICES, LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on March 7, 2018, being the date the initial Certificate of Formation of the Company was filed with the Office of the Secretary of State of the State of Delaware, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Delaware is located at 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

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5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

6.    Admission of Member. The Member is the sole member of the Company in respect of 100% of the Interest (as hereinafter defined).

7.    Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, an "Interest"), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company's Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.    Indemnification. Unless otherwise provided in this Section 10(b), the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a "Covered Person'' and collectively, the "Covered Persons") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys' fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. Notwithstanding the provisions of this Section 10(b), this Section 10(b) shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

c.    Elimination of Duties and Liability. Notwithstanding any other provision of this Agreement or anything otherwise existing at law (whether common or

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statutory), in equity or otherwise, to the fullest extent permitted by applicable law, in taking actions for, on behalf or in respect of, or relating or with respect to the Company, including, without limitation, causing the Company to take or refuse to take any action in respect of any matter, and for all other purposes, no Covered Person shall have any duties (including any fiduciary duties), whether direct or indirect, or any liabilities relating thereto, to the Company, any Member or any other person or entity that is a party to or is otherwise bound by this Agreement, including, without limitation, any duty (including any fiduciary duty) to consider any interests of or factors affecting the Company, any Member or any other person or entity, and such Covered Person shall be entitled to consider such interests and factors as it desires, including its own interests, any such duties (including fiduciary duties) and liabilities relating thereto, if any, being hereby eliminated to the fullest extent permitted by applicable law (and provided, however, that nothing in this Agreement shall be construed as eliminating the implied contractual covenant of good faith and fair dealing or liability for any act or omission that constitutes a bad faith violation thereof).

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation.The Member shall not receive compensation for services rendered to the Company.

16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the

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occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.    Distributionsupon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company's liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company's creditors to the extent required by Section 18-804 of the Act.

18.    Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

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23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Delaware state court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (b) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, "Default Rule" shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company's certificate of formation or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 18-20l(d) of the Act, this Agreement shall be effective as of August 30, 2023(the "Effective Date").

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation

By:/s/ Walter Hanley    
Name: Walter Hanley    
Title: Vice President    

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EX-3.11

Exhibit 3.11

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DRIVERFX.COM, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF DECEMBER, A.D. 2000, AT 11:55 O`CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “DRIVERFX1.COM, INC.” TO “DRIVERFX.COM, INC.”, FILED THE EIGHTEENTH DAY OF JANUARY, A.D. 2001, AT 12:01 O`CLOCK P.M.

CERTIFICATE OF REVIVAL, FILED THE SECOND DAY OF SEPTEMBER, A.D. 2005, AT 10:35 O`CLOCK A.M.

CERTIFICATE OF REVIVAL, FILED THE FIFTEENTH DAY OF OCTOBER, A.D. 2010, AT 6:18 O`CLOCK P.M.

                                /s/ Jeffrey W. Bullock

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-FIRST DAY OF JUNE, A.D. 2012, AT 5:12 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SIXTH DAY OF MARCH, A.D. 2014, AT 12:41 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-NINTH DAY OF JULY, A.D. 2016, AT 10:07 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE ELEVENTH DAY OF DECEMBER, A.D. 2019, AT 4:38 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2019.

CERTIFICATE OF MERGER, FILED THE SIXTEENTH DAY OF DECEMBER, A.D. 2021, AT 3:53 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “DRIVERFX.COM, INC.”            

                            /s/ Jeffrey W. Bullock

CERTIFICATE OF INCORPORATION
OF
DriverFxl.com, Inc.

FIRST: The name of the Corporation is DriverFx1.com, Inc.

SECOND: The registered office of the Corporation in the State of Delaware and New Castle County shall be 1201 Market Street, Suite 1600, Wilmington, Delaware 19801. The registered agent at such address shall be PHS Corporate Services, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000). All such shares are to be of the par value of $.01 per share.

FIFTH: The name and mailing address of the incorporator are as follows;

Marcell G. Pace
Pepper Hamilton, LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103-2799

SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of-equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title S of the Delaware Code Or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its

stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the filing of the Certificate of Incorporation of which this article is a part to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

EIGHTH: The original bylaws of the Corporation shall be adopted by the incorporator. Thereafter, the Directors of the Corporation shall have the power to adopt, amend or repeal the bylaws of the Corporation.

NINTH: The election of the directors of the Corporation need not be by written ballot unless the bylaws of the Corporation shall so provide.

THE UNDERSIGNED, being the incorporator for the purpose of forming a corporation pursuant to Chapter I, Title 8, of the Delaware Code, entitled “General Corporation Law,” and the acts amendatory thereof and supplemental thereto, if any, makes and files this Certificate of Incorporation, hereby declaring and certifying that said instrument is its act and deed and that the facts stated herein are true, and accordingly executed this Certificate of Incorporation as of December 20, 2000.

    /s/ Marcell G. Pace        
Marcell G. Pace, Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DriverFxl.com, Inc.

DriverFx1.com, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by unanimous consent in writing, adopted the following resolution:

RESOLVED, that the Corporation hereby approves the following amendment to Article 1 of the Certificate of Incorporation (the “Amendment”);

“FIRST: The name of the Corporation is DrivcrFx.com, Inc,”

SECOND: That the said amendment has been consented to and authorized by the holders of all of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS OF, said Corporation has caused this Certificate to be signed by its President, this 18th day of January, 2001.

    /s/ Ronald E. Elmquist    
Ronald E. Elmquist, President

CERTIFICATE
FOR RENEWAL AMD REVIVAL OF CHARTER

DriverFX.com, Inc., organized under the laws of Delaware, the Certificate of Incorporation of which was filed in the Office of the Secretary of State on the 20th day of December, 2000, the charter of which was voided for non-payment of taxes now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1.    The name of this corporation is DriverFX.com, Inc.

2.    Its registered office in the State of Delaware is located at 1313 N. Market Street, Suite 5100, in the City of Wilmington, County of New Castle (19801). The name of its registered agent is PHS Corporate Services, Inc.

3.    This renewal and revival of the charter of the corporation is to be perpetual.

4.    This corporation was duly organized and carried on the business authorized by its charter until the 1st day of March, 2005, at which time its charter became inoperative and void for non-payment of taxes.

5.    This certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, and in compliance with the provisions of Section 312 of the Delaware General Corporation Law, as amended, providing for the renewal, extension and restoration of charters, the undersigned duly authorized director, there being no duly elected officers, has executed this certificate on this 31st day of March, 2005.

DRIVERFX.COM, INC.

By:    /s/ Patrick Judge            
    Name:    Patrick Judge
    Title:    Executive Vice President & Secretary

STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER

The corporation organized under the laws of the State of Delaware, the charter of which was voided for non-payment of taxes and/or for failure to file a complete annual report, now desires to procure a restoration, renewal and revival of its charter pursuant to Section 312 of the General Corporation Law of the State of Delaware, and hereby certifies as follows:

The name of the corporation is DriverFX.com, Inc.

	The Registered Office of the corporation in the State of Delaware is located at
2711 Centerville Rd., Suite 400
in the City of			Wilmington		,	County of		New Castle
Zip Code		19808		. The name of the Registered Agent at such address upon
whom process against this Corporation may be served is							Corporation Service
Company

	The date of filing of the Corporation’s original Certificate of Incorporation in
Delaware was		12/20/2000

The renewal and revival of the charter of this corporation is to be perpetual.

1.    The corporation was duly organized and carried on the business authorized by its
charter until the     1st day of       March                   A.D. 2009, at which time its charter became inoperative and void for non-payment of taxes and/or failure to file a complete annual report and the certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

By:  /s/ Patrick Judge            
        Authorized Officer Name: Patrick Judge    EVP        
         Print or Type

STATE OF DELAWARE
CERTIFICATE OF CHANGE
OF REGISTERED AGENT AND/OR
REGISTERED OFFICE

The Board of Directors of _ DriverFX.com, Inc.                        , a Delaware Corporation, on this   19th                                               day of
      December        , A.D.     2011  , do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is           Corporation Trust Center                                    1209 Orange Street, in the City of     Wilmington                     , County of         New Castle             Zip Code     19801            ,

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is                                      THE CORPORATION TRUST COMPANY                                       .

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     19th day of       June                 , A.D.,      2012    .

By:   /s/ Sally A. Ward            
        Authorized Officer

Name: Sally A. Ward            
         Print or Type

Title:   Assistant Secretary        

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

The name of the corporation is DRIVERFX.COM, INC.

	The Registered Office of the corporation in the State of Delaware is changed to
160 Greentree Drive, Suite 101
				(street), in the City of			Dover		,
County of			Kent		Zip Code	19904		. The name of the
Registered Agent at such address upon whom process against this Corporation may be
served is		National Registered Agents, Inc.

1.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:   /s/ Matthew McKay        
        Authorized Officer

Name: Matthew McKay, Secretary        
         Print or Type

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

The name of the corporation is DriverFx.com, Inc.

	The Registered Office of the corporation in the State of Delaware is changed to
3411 Silverside Road Rodney Building #104
				(street), in the City of			Wilmington		,
County of			New Castle		Zip Code	19810		. The name of the
Registered Agent at such address upon whom process against this Corporation may be
served is		Corporate Creations Network Inc.

2.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:   /s/ Taylor Page            
        Authorized Officer

Name: Taylor Page, Special Secretary    
         Print or Type

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC LIMITED LIABILITY COMPANY
INTO A
DOMESTIC CORPORATION

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is DriverFx.com, Inc.                , a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is                      Arrow Speed Acquisition LLC                                    

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is    DriverFx.com, Inc.                

FOURTH: The merger is to become effective on   12/31/2019                           .

FIFTH: The Agreement of Merger is on file at 500 W. Madison Street, Suite 2800         Chicago, IL 60661        , the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be it’s Certificate of Incorporation

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the    11th day of December   , A.D.,  2019   .

By:  /s/ Matthew McKay            
        Authorized Officer

Name:  Matthew McKay            
         Print or Type

Title:    Secretary            

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATION AND
FOREIGN LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is DriverFX.com, Inc.                                         , a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is                  3P Commerce, LLC                 a (list jurisdiction)Wyoming limited liability company.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD:                 The name of the surviving corporation is DriverFX.com, Inc.                                                                            .

FOURTH: The merger is to become effective on upon filing.

FIFTH: The Agreement of Merger is on file at   500 W. Madison Street                Suite 2800, Chicago, IL 60661                                           , the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the    16th day of December   , A.D.,  2021   .

By:  /s/ Matthew McKay            
        Authorized Officer

Name:  Matthew McKay            
         Print or Type

Title:    Secretary            

EX-3.12

Exhibit 3.12

SECOND AMENDED AND RESTATED BYLAWS

OF

DRIVERFX.COM, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

DriverFX.com, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

EX-3.13

Exhibit 3.13

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GLOBAL POWERTRAIN SYSTEMS,

LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF MARCH, A.D. 2012, AT 9:40 O`CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SECOND DAY OF AUGUST, A.D. 2017, AT 12:25 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRTEENTH DAY OF SEPTEMBER, A.D. 2017, AT 11:42 O`CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

AFORESAID LIMITED LIABILITY COMPANY, “GLOBAL POWERTRAIN SYSTEMS, LLC”.

CERTIFICATE OF FORMATION

OF

GLOBAL POWERTRAIN SYSTEMS, LLC

This Certificate of Formation of Global Powertrain Systems, LLC (the “LLC”) is being duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, etseq.).

FIRST:    The name of the limited liability company formed hereby is Global Powertrain Systems, LLC.

SECOND:    The address of the registered office of the LLC in the State of Delaware and the name and address of the registered agent for service of process on the LLC in the State of Delaware is: National Corporate Research, Ltd., 615 South DuPont Highway, Dover, DE 19901

THIRD:    This Certificate of Formation shall be effective on the date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 8th day of March, 2012, and does hereby affirm that the statements contained herein have been examined by the undersigned and are true and correct.

    /s/ James Goniea        
James Goniea
Authorized Person

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.	The name of the limited liability company is	GLOBAL POWERTRAIN
SYSTEMS, LLC

2.	The Registered Office of the limited liability company in the State of Delaware is
changed to			251 Little Falls Drive
				(street), in the City of		Wilmington	,
Zip Code		19808			. The name of the Registered Agent at such address upon
whom process against this limited liability company may be served is
Corporation Service Company

By:  /s/ Jill Cilmi                
        Authorized Person

Name: Jill Cilmi, Authorized Person    
         Print or Type

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.	The name of the limited liability company is
GLOBAL POWERTRAIN SYSTEMS, LLC

2.	The Registered Office of the limited liability company in the State of Delaware is
changed to			3411 Silverside Road, Tatnall Building, #104
				(street), in the City of		Wilmington	,
Zip Code		19810			. The name of the Registered Agent at such address upon
whom process against this limited liability company may be served is
Corporate Creations Network Inc.

By:  /s/ Natasha Duke            
        Authorized Person

Name: Natasha Duke, Special Manager    
         Print or Type

EX-3.14

Exhibit 3.14

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

GLOBAL POWERTRAIN SYSTEMS, LLC

(a Delaware Limited Liability Company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT OF GLOBAL POWERTRAIN SYSTEMS, LLC, a Delaware limited liability company (the "Company"), is made and effective as of the Effective Date, as defined below, by North American ATK Corporation, a California corporation (the "Member"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the "Act").

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this "Agreement"):

1.    Name. The name of the limited liability company formed hereby 1s GLOBAL POWERTRAIN SYSTEMS, LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on March 15, 2012, being the date the initial Certificate of Formation of the Company was filed with the Office of the Secretary of State of the State of Delaware, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Delaware is located at 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporate

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Creations Network Inc., 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

6.    Admission of Member. The Member is the sole member of the Company in respect of 100% of the Interest (as hereinafter defined).

7.    Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, an "Interest"), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company's Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.        Indemnification. Unless otherwise provided in this Section 10(b), the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a "Covered Person'' and collectively, the "Covered Persons") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys' fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. Notwithstanding the provisions of this Section 10(b), this Section 10(b) shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

c.    Elimination of Duties and Liability. Notwithstanding any other provision of this Agreement or anything otherwise existing at law (whether common or statutory), in equity or otherwise, to the fullest extent permitted by applicable law, in taking actions for, on behalf or in respect of, or relating or with respect to the Company, including,

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without limitation, causing the Company to take or refuse to take any action in respect of any matter, and for all other purposes, no Covered Person shall have any duties (including any fiduciary duties), whether direct or indirect, or any liabilities relating thereto, to the Company, any Member or any other person or entity that is a party to or is otherwise bound by this Agreement, including, without limitation, any duty (including any fiduciary duty) to consider any interests of or factors affecting the Company, any Member or any other person or entity, and such Covered Person shall be entitled to consider such interests and factors as it desires, including its own interests, any such duties (including fiduciary duties) and liabilities relating thereto, if any, being hereby eliminated to the fullest extent permitted by applicable law (and provided, however, that nothing in this Agreement shall be construed as eliminating the implied contractual covenant of good faith and fair dealing or liability for any act or omission that constitutes a bad faith violation thereof).

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation.The Member shall not receive compensation for services rendered to the Company.

16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

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17.    Distributionsupon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company's liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company's creditors to the extent required by Section 18-804 of the Act.

18.    Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Delaware state court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (b)

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consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, "Default Rule" shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company's certificate of formation or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 18-20l(d) of the Act, this Agreement shall be effective as of August 30, 2023(the "Effective Date").

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

North American ATK Corporation, a California corporation

By: /s/ Walter Hanley    
Name: Walter Hanley    
Title: Vice President    

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EX-3.15

Exhibit 3.15

OFFICE OF THE SECRETARY OF STATE

JESSE WHITE-Secretary of State

    0320082-5
    NOVEMBER 22, 2022

TCSEFFEVIDENCE@WOLTERSKLUWER.COM

RE     KAIR IL, LLC

DEAR SIR OR MADAM:

ENCLOSED PLEASE FIND THE CERTIFIED COPY REQUESTED CONCERNING THE ABOVE REFERENCED LIMITED LIABILITY COMPANY.

THE ATTACHED WAS ASSIGNED AUTHENTICATION NUMBER 2232603525.

THE REQUIRED FEE IS HEREBY ACKNOWLEDGED.

SINCERELY YOURS,

JESSE WHITE
SECRETARY OF STATE

DEPARTMENT OF BUSINESS SERVICES
LIMITED LIABILITY COMPANY DIVISION
TELEPHONE: (217) 524-8008

JW: LLC

Form LLC-5.5	Illinois Limited Liability Company Act Articles of Incorporation	FILE #03200825
Secretary of State Jesse White Department of Business Services Limited Liability Division www.cyberdriveillinois.com	Filing Fee:    $500 Expedited Fee:    $100 Approved By:    HAB	FILED DEC 07 2009 Jesse White Secretary of State

1. Limited Liability Company Name: KAIR IL, LLC

2.	Address of Principal Place of Business where records of the company will be kept:
	120 N. LASALLE STREET, #3300
	CHICAGO, IL 60602

3.    Articles of Organization effective on the filing date.

4.    Registered Agent’s Name and Registered Office Address:

NATIONAL REGISTERED AGENTS INC.
200 WEST ADAMS STREET
CHICAGO, IL 60602

5.    Purpose for which the Limited Liability Company is organized:
“The transaction of any or all lawful business for which Limited Liability Companies may be organized under this Act.”

6.    The LLC is to have perpetual existence.

7.    The Limited Liability Company is managed by the manager(s).

HANLEY, WALTER
120 N. LASALLE ST., STE. 3300, CHICAGO, IL 60602

ERLAIN, FRANK
120 N. LASALLE ST., STE. 3300, CHICAGO, IL 60602

HOLSTEN, JOSEPH
120 N. LASALLE ST., STE. 3300, CHICAGO, IL 60602

CASINI, VICTOR
120 N. LASALLE ST., STE. 3300, CHICAGO, IL 60602

8.    Name and Address of Organizer
I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of Organization are to the best of my knowledge and belief, true, correct and complete.

Dated: DECEMBER 07, 2009    WALTER HANLEY
120 N. LASALLE ST., STE. 3300
CHICAGO, IL 60602

This document was generated electronically at www.cyberdriveillinois.com

EX-3.16

Exhibit 3.16

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
KAIR IL, LLC
(an Illinois Limited Liability Company)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KAIR IL, LLC, an Illinois limited liability company (the “Company”), is made and effective as of the Effective Date, as defined below, by KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation (the “Member”), pursuant to and in accordance with the Illinois Limited Liability Company Act, 805 ILCS 180, etseq. (the “Act”).

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this “Agreement”):

1.    Name. The name of the limited liability company is KAIR IL, LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Illinois. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on December 7, 2009, being the date the initial Articles of Organization of the Company was filed with the Office of the Illinois Secretary of State, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Articles of Organization of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Illinois is located at 350 South Northwest Highway #300, Park Ridge, Illinois 60068, County of Cook.

5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Illinois are Corporate Creations Network Inc., 350 South Northwest Highway #300, Park Ridge, Illinois 60068, County of Cook.

6.    Admission of Member. The Member is the sole member of the Company in respect of 100% of the Interest (as hereinafter defined).

7.    Interest. The Company shall be authorized to issue a single class of distributional interest (as defined in the Act, an “Interest”), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with

all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company’s Articles of Organization and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.    Indemnification. Unless otherwise provided in this Section 10.b, the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a “Covered Person” and collectively, the “Covered Persons”) relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys’ fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred. Notwithstanding the provisions of this Section 10.b, this Section 10.b shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 25-30 or 35-10 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Dissociation. The Member may dissociate from the Company at any time. Upon any such permitted dissociation, the dissociating Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation. The Member shall not receive compensation for services rendered to the Company.

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16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Legal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.    Distributions upon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Articles of Organization of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 35-10 of the Act.

18.    Statement of Termination. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Statement of Termination in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF ILLINOIS, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Illinois State court or Federal court of the United States of America sitting in Cook County, Illinois in any action arising out of this Agreement, and (b) consents to the service of process by mail. Nothing herein shall affect the

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right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, “Default Rule” shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s Articles of Organization or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 15-5 of the Act, this Agreement shall be effective as of August 30, 2023 (the “Effective Date”).

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a Delaware corporation

By: /s/ Walter Hanley    

Name: Walter Hanley    

Title: Vice President    

[Signature Page to Operating Agreement of Kair IL, LLC]

EX-3.17

Exhibit 3.17

Pennsylvania Department of StateBureau of Corporations and Charitable Organizations
PO Box 8722 | Harrisburg, PA 17105-8722
T: 717-787-1057
dos.pa.gov/BusinessCharities

Entity Name:	KAO Logistics, Inc.
Jurisdiction:	PENNSYLVANIA	Issuance Date:	11/21/2022
Entity No.:	0004153700	Receipt No.:	000259154
Entity Type:	Domestic Business Corporation	Certificate No.:	005254628

Document Listing

Image No.	Date Filed	Effective Date	Filing Description	No. of Pages
A3488643-1	12/20/2012	12/20/2012	Initial Filing	3

** *** *****..******* End of list ******* ***** *** **

I, Leigh M. Chapman, Acting Secretary of the Commonwealth of Pennsylvania, do hereby certify that the attached document(s) referenced above are true and correct copies and were filed in this office on the date(s) indicated above.

	IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the seal of my office to be affixed, the day and year above written
	/s/ Leigh M. Chapman
	LEIGH M. CHAPMAN Acting Secretary of the Commonwealth

Verify this certificate online at www.file.dos.pa.gov

PENNSYLVANIA DEPARTMENT OF STATE

BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS

Articles of Incorporation-For Profit

(15 Pa.C.S.)

X Business-stock (§ 1306)    ___Management (§ 2703)

___Business-nonstock (§ 2102)    ___Professional (§ 2903)

___Business-statutory close (§ 2303)    ___Insurance (§ 3101)

___Cooperative (§ 7102)    ___Benefit (§ 3303)

In compliance with the requirements of the applicable provisions (relating to corporations and unincorporated associations), the undersigned, desiring to incorporate a corporation for profit, hereby states that:

1.    The name of the corporation (corporate designator required, i.e., "corporation"," incorporated", "limited" "company" or any abbreviation. "Professional corporation" or "P.C."):

KAO Logistics, Inc.

2.    The (a) address of this corporation’s current registered office in this Commonwealth (post office box, alone, is not acceptable) or (b) name of its commercial registered office provider and the county of venue is:

    (a) Number and Street                City        State        Zip        County

    (b) Name of Commercial Registered Office Provider                        County

c/o: C T. Corporation System                                    Dauphin    

3.    The corporation is incorporated under the provisions on the Business Corporation Law of 1988.

4.    Check and complete one:

___ The corporation is organized on a nonstock basis.

  X The corporation is organized on a stock share basis and the aggregate number of shares authorized is: 1,000 .

DSCB:15-1306/2 102/2303/2702/2903/3 101/3303/7102 — 2

5.    The name and address, including number and street, if any, of each corporation (all incorporators must sign below):

    Name                Address

Sally A. Ward    c/o Platinum Equity, 360 N. Crescent Drive, Beverly Hills, CA 90210    

6.    The specified effective date, if any:     12/20/2012    .

                        Month/day/year hour, if any

7.    Additional provisions of the articles, if any, attach an 8 ½ by 11 sheet.

8.    Statutory close corporation only: Neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a "public offering" within the meaning of the Securities Act of 1933 (15 U.S.C. § 77a et seq.)

9.    Cooperative corporations only: Complete and strike out inapplicable term:

    The common bond of membership among its members/shareholders is:.

10.    Benefit corporations only: This corporation shall have the purpose of creating general public benefit.

Strike out if inapplicable: This corporation shall have the purpose of creating the enumerated specific public

benefit(s):

IN TESTIMONY WHEREOF, the incorporator(s) has/have signed these Articles of Incorporation this

20th day of December, 2012.

/s/ Sally A. Ward

ATTACHMENT TO
THE ARTICLES OF INCORPORATION
FOR
KAO LOGISTICS, INC.

PURPOSE OF THE CORPORATION:

(i) To operate as a "for hire" motor carrier transporting or arranging for the transport of people or property; (ii) to maintain and construct, acquire by purchase, lease or otherwise, vehicles, trucks, vans and any other means of transportation now or hereafter in use for the transportation of freight., goods, wares,· merchandise and other property of every kind and nature; (iii) to conduct, engage in and carry on the business of transportation; (iv) to own, operate, maintain, hold and use, purchase, construct, establish, lease or otherwise acquire, mortgage, create security interests in, sell or otherwise dispose of terminal properties and depots, storage facilities, machine and repair shops, freight, stock and repair yards and other docks, rolling stock, trucks, automobiles and all structures, tools, machinery, appliances and appurtenances and any and all other property, real, personal or mixed and whatsoever situated, whether or not similar to any property above described, which may be necessary or useful in connection with the business of the corporation; and (v) to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the provisions of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania as set forth in Title 19 of the Pennsylvania Code.

EX-3.18

Exhibit 3.18

KAO LOGISTICS, INC.
BY-LAWS

ARTICLE I
OFFICES

Section 1.    This corporation having designated a Commercial Registered Office Provider, the county for venue and official publication purposes is Dauphin County, Pennsylvania.

Section 2.    The corporation may have offices at such places both within and without the Commonwealth of Pennsylvania as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 1.    All meetings of the shareholders shall be held at such place within or without the Commonwealth, as may be from time to time fixed or determined by the board of directors. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or other electronic means, including, without limitation, the Internet.

Section 2.    An annual meeting of the shareholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which the stockholders shall elect directors by a plurality vote, and transact such other business as may properly be brought before the meeting.

Section 3.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called at any time by the secretary, or a majority of the board of directors, or by shareholders entitled to cast at least twenty percent of the votes that all shareholders are entitled to cast at the particular meeting, upon written request delivered to the secretary of the corporation. Such request shall state the general nature of the business to be transacted at the proposed meeting. Upon receipt of any such request, it shall be the duty of the secretary to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty days after the receipt of the request. If the secretary shall neglect to fix the time of the meeting, the person or persons calling the meeting may do so.

Section 4.    Written notice of every meeting of the shareholders shall be given by or at the direction of the secretary or other authorized person to each shareholder entitled to vote thereat at least five days prior to the meeting, unless a greater period of notice is required by law. If the secretary or other authorized person neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so.

the corporation shall make a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof except that, if the corporation has five thousand or more shareholders, in lieu of the making of the list, the corporation may make the information therein available at the meeting by any other means.

Section 6.    Business transacted at all special meetings of shareholders shall be limited to the purposes stated in the notice, provided that whenever the language of a proposed

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resolution is included in the notice, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 7.    There shall be a presiding officer at every meeting of the shareholders, to be appointed by the directors. The presiding officer shall determine the order of business and have authority to establish rules for the conduct of the meeting. Any action by the presiding officer in adopting rules for, and in conducting a meeting shall be fair to the shareholders. The presiding officer shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted.

Section 8.    The holders of a majority of the issued and outstanding shares entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation or by these by-laws. If, however, any meeting of shareholders cannot be organized because a quorum has not attended, the shareholders entitled to vote thereat, present in person or by proxy, shall have power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, such meeting may be adjourned only from day to day or for such longer periods not exceeding fifteen days each as the holders of a majority of the shares present in person or by proxy shall direct. Those shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating at least fifteen days because of an absence of a quorum, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter. At any adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9.    Except as otherwise provided by law or by these by-laws whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized upon receiving the affirmative, vote of a majority of the votes cast by all shareholders entitled to vote thereon and, if any shareholders are entitled to vote thereon as a class, upon receiving the affirmative vote of a majority of the votes cast by the shareholders entitled to vote as a class.

Section 10.    Unless otherwise provided in the articles, every shareholder shall be entitled to one vote for every share standing in the shareholder’s name on the books of the corporation. The articles may restrict the number of votes that a single holder or beneficial owner, or such a group of holders or owners, of shares of any class or series may directly or indirectly cast in the aggregate for the election of directors or on any other matter coming before the shareholders on the basis of any facts or circumstances that are not manifestly unreasonable and as otherwise provided by law. A shareholder may vote in person or by proxy authorized in accordance with law.

Section 11.    In advance of any meeting of shareholders, the board of directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the presiding officer of any such meeting may and, on the request of any shareholder or his or her proxy, shall make such

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appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. No person who is a candidate for office shall act as a judge. The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the chairman of the meeting or any shareholder or his or her proxy. If there be three judges of election, the decision, act or certificate of a majority shall be effected in all respects as the decision, act or certificate of all.

Section 12.    Any action required or permitted to be taken at a meeting of the shareholders or of a class of the shareholders may be taken without a meeting, and without notice, if prior to or subsequent to the action, a consent or consents thereto by all of the shareholders who would have been entitled to vote at a meeting for such purpose shall be filed with the secretary of the corporation.

Any action required or permitted to be taken at a meeting of the shareholders or of a class of the shareholders may be taken without a meeting, and without notice, upon the consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which, all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the secretary of the corporation. Such action shall not become effective until after at least ten days’ notice of such action shall have been given to each shareholder of record entitled to vote thereon who has not consented thereto.

ARTICLE III
DIRECTORS

Section 1.    The number of directors may be fixed from time to time by resolution of the stockholders of the corporation. The initial number of directors which shall constitute the Board of Directors shall be one. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this article, and each director shall hold office until his or her successor is elected and qualified. Directors need not be shareholders.

Section 2.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the remaining number of the board, though less than a quorum and each person so elected shall be a director to serve for the balance of the unexpired term.

Section 3.    The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised and done by the shareholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.    The board of directors of the corporation may hold meetings, both regular and special, either within or without the Commonwealth of Pennsylvania.

One or more directors may participate in a meeting of the board by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other.

Section 5.    The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the shareholders at the meeting at which such directors

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were elected and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a majority of the whole board shall be present. In the event of the failure of the shareholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for such meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.    Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of at least a majority of the board at a duly convened meeting, or by unanimous written consent.

Section 7.    Special meetings of the board may be called by the secretary on one days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the secretary in like manner and on like notice on the written request of two directors.

Section 8.    At all meetings of the board a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.    Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting, and without notice, if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the secretary of the corporation.

COMMITTEES

Section 10.    The board of directors may, by resolution adopted by a majority of the whole board, establish one or more committees consisting of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee to the extent provided in such resolution or in these by-laws, shall have and exercise all of the powers and authority of the board of directors in the management of the business and affairs of the corporation except as otherwise restricted by law. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. A committees shall keep regular minutes of the proceedings and report the same to the board when required.

REMOVAL OF DIRECTORS

Section 11.    Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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ARTICLE IV
NOTICES

Section 1.    Notices to directors and shareholders shall be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, to his or her postal address appearing on the books of the corporation or, in the case of directors, supplied by him or her to the corporation for the purpose of notice. Notice in the manner set forth above shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person. However, if this corporation is not a closely held corporation and notice of any regular or special meeting of the shareholders (or any other notice required to be given to all shareholders or to all holders of a class or series of shares) is sent by mail at least twenty days prior to the day named for the meeting or any corporate or shareholder action specified in the notice, such notice may be sent by any class of postpaid mail.

Notice may also be given by facsimile transmission, e-mail or other electronic communication to the person’s facsimile number or address for e-mail or other electronic communications supplied by him or her to the corporation for the purpose of notice. Such facsimile or electronic notice shall be deemed given to the person entitled thereto when sent.

A notice of meeting shall specify the day and hour and geographic location, if any, of the meeting and any other information required by law. When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board fixes a new record date for the adjourned meeting.

Section 2.    Whenever any written notice is required to be given under the provisions of law or the articles of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE V
OFFICERS

Section 1.    The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The president and secretary shall be natural persons of full age; the treasurer may be a corporation but, if a natural person, shall be of full age. The board of directors may also choose vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of the aforesaid offices may be held by the same person.

Section 2.    The board of directors, immediately after each annual meeting of shareholders, shall elect a president, a secretary and a treasurer who need not be members of the board.

Section 3.    The board of directors may appoint such other officers .and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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Section 4.    The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed with or without cause by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 5.    The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

THE VICE-PRESIDENTS

Section 6.    The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 7.    The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the executive committee when required. He or she shall give, or cause to be given, notice of all meetings of the share-holders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of an assistant secretary.

Section 8.    The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 9.    The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 10.    He or she shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

Section 11.    , If required by the board of directors, he or she shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of

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directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 12.    The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI
CERTIFICATES OF SHARES

Section 1.    The shares of the corporation shall be represented by a certificate or shall be uncertificated if so provided for in these by-laws. Every share certificate shall be signed by the president or vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer. Each certificate shall state: (1) that the corporation is incorporated under the laws of the Commonwealth of Pennsylvania; (2) the name of the person to whom issued; and (3) the number and class of shares and the designation of the series, if any, that the certificate represents. If more than one class or series of shares is authorized, the certificate shall set forth upon the face or back of the certificate (or shall state on the face or back of the certificate that the corporation will furnish to any shareholder upon request and without charge) a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the board of directors to fix and determine the designations, voting rights, preferences, limitations and special rights of the classes and series of shares of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Section 1528 of the Pennsylvania Business Corporation Law of 1988.

Section 2.    Where a certificate is signed by a transfer agent or an assistant transfer agent or a registrar, the signature of any president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

LOST CERTIFICATES

Section 3.    The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

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TRANSFERS OF SHARES

Section 4.    Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.    The board of directors may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than ninety days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the corporation after any record date fixed as provided herein. The board of directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6.    The corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, and shall not be liable for any registration or transfer of shares which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee of a fiduciary is committing a breach of trust in requesting such registration or transfer, or with knowledge of such facts that its participation therein amounts to bad faith.

ARTICLE VII
GENERAL PROVISIONS
DISTRIBUTIONS

Section 1.    Distributions upon the shares of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property, or in its shares, subject to the provisions of the articles of incorporation.

Section 2.    Before payment of any distributions, there may be set aside out of any funds of the corporation available for distributions such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3.    All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

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FISCAL YEAR

Section 4.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5.    The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII
AMENDMENTS

Section 1.    These by-laws may be altered, amended or repealed by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened after notice to the shareholders of that purpose or by a majority vote of the members of the board of directors at any regular or special meeting duly convened after notice to the directors of that purpose, subject always to the power of the shareholders to change such action by the directors and subject to other statutory restrictions.

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EX-3.19

Exhibit 3.19

Delaware

The First State    Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KAO WAREHOUSE, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SECOND DAY OF JANUARY, A.D. 2013, AT 12:23 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SIXTH DAY OF MARCH, A.D. 2014, AT 3:20 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2016, AT 8:31 O`CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “KAO WAREHOUSE, INC.”.

/s/ Jeffrey W. Bullock

5268554 8100HAuthentication: 204909177

SR# 20224073362    Date: 11-21-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION
OF
KAO WAREHOUSE, INC.

FIRST: The name of the corporation is KAO Warehouse, Inc. (the "Corporation").

SECOND: The address of the registered office of the Corporation in the State of Delaware is in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000), consisting of one thousand (1,000) shares of common stock, $0.01 par value per share.

FIFTH: The business and affairs of the Corporation shall be managed by and under the direction of the Board of Directors. The exact number of directors of the Corporation shall be fixed by or in the manner provided in the Bylaws of the Corporation (the "Bylaws").

SIXTH: In furtherance and not in limitation of the powers conferred by the statute, the Board of Directors is expressly authorized:

(a)    to adopt, repeal, rescind, alter or amend in any respect the Bylaws, and to confer in the Bylaws powers and authorities upon the directors of the Corporation in addition to the powers and authorities expressly conferred upon them by statute;

(b)    from time to time to set apart out of any funds or assets of the Corporation available for dividends an amount or amounts to be reserved as working capital or for any other !awful purpose and to abolish any reserve so created and to determine whether any, and, if any, what part, of the surplus of the Corporation or its net profits applicable to dividends shall be declared in dividends and paid to its stockholders, and all rights of the holders of stock of the Corporation in respect of dividends shall be subject to the power of the Board of Directors so to do;

(c)    subject to the laws of the State of Delaware, from time to time to sell, lease or otherwise dispose of any part or parts of the properties of the Corporation and to cease to conduct the business connected therewith or again to resume the same, as it may deem best; and

(d)    in addition to the powers and authorities hereinbefore and by the laws of the State of Delaware conferred upon the Board of Directors, to execute all such powers and to do all acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the express provisions of said laws, of the Certificate of Incorporation of the Corporation and its Bylaws.

SEVENTH:     Meetings of stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws provide. The books of Corporation may be kept (subject to any provision of applicable law} outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws.

EIGHTH: The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by applicable law, and all rights conferred on stockholders herein are granted subject to this reservation.

NINTH: The Corporation is to have perpetual existence.

TENTH: A director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction for which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination of limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Corporation Law. No amendment to or repeal of this Article Tenth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or appeal.

ELEVENTH: The name and mailing address of the incorporator of the Corporation are:

Sally A. Ward
Platinum Equity, LLC
360 North Crescent Drive, South Building
Beverly Hills, California 90210

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto executed this Certificate of Incorporation to be effective the 2nd day of January, 2013.

/s/ Sally A. Ward

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is     KAO WAREHOUSE, INC.    

2.    The Registered Office of the corporation in the State of Delaware is changed to

    160 Greentree Drive, Suite 101    

(street), in the City of Dover    

County of Kent            Zip Code 19904            . The name of the Registered Agent at such address upon whom process against this Corporation may be served is National Registered Agents, Inc.                                .

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

                                /s/ Matthew McKay

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is     KAO Warehouse, Inc.    

2.    The Registered Office of the corporation in the State of Delaware is changed to

    3411 Silverside Road Rodney Building #104    

(street), in the City of Wilmington    

County of New Castle        Zip Code 19810            . The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporate Creations Network Inc.                                .

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

                                    /s/ Jessica Morales

EX-3.20

Exhibit 3.20

AMENDED AND RESTATED BYLAWS

OF

KAO WAREHOUSE, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

KAO Warehouse, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

EX-3.21

Exhibit 3.21

ARTICLES OF INCORPORATION

OF

700 BONITA AVENUE CORPORATION

I.

The name of this corporation is:

700 BONITA AVENUE CORPORATION

II.

The purposes for which this corporation is formed, the specific business in which the corporation proposes primarily and initially to engage being set forth in Paragraph (a) below, are:

(a)    To engage primarily in the specific business of recycling automobile bumpers.

(b)    To engage generally in the business of repairing, electroplating and recycling automobile, truck and motorcycle parts; and to design, manufacture, buy, sell, import and export, supplies and accessories for automobiles, trucks and motorcycles.

(c)    To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings and any and all other property or every kind or description, real, personal and mixed, and wheresoever situated, either in California, other states of the United States, the District of Columbia, territories and colonies of the United States, or foreign countries.

(d)    To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (1) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

(e)    To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem

advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties.

(f)    To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

(g)    To become a partner (either general or limited or both) and to enter into agreements of partnership, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

(h)    From time to time to apply for, purchase, acquire, by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation or other public body may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

(i)    To subscribe or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporation or corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units or interest in, or in respect of, any trust estate, now or hereafter existing, and whether created by the laws of the State of California or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owners of any of said shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

(j)    To promote or to aid in any manner, financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held directly or indirectly by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

(k)    To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

(1)    To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of California as the same are now in force or may be hereafter amended.

(m)    To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose of, and generally to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein, and in general products of the earth and deposits, both subsoil and surface, of every nature and description.

(n)    To carry on any business whatsoever, either as principal or as agent or both or as a partnership or joint venture, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated directly or indirectly to promote the interests of this corporation or to enhance the value of its property of business; to conduct its business in this state, in other states, in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

(o)    To have and to exercise all the powers conferred by the laws of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

III.

The county in the State of California where the principal office for the transaction of the business of this corporation is to be located is Los Angeles County.

IV.

No distinction shall exist between the shares of this corporation or the rights of the respective holders thereof with respect thereto.

V.

This corporation is authorized to issue only one class of shares of stock. The total number of shares of stock which this corporation shall have authority to issue is one hundred thousand (100,000); the aggregate par value of such shares shall be one hundred thousand dollars ($100,000); and the par value of each such share shall be one dollar ($1.00).

VI.

The number of directors of this corporation shall be three (3) and the names and addresses of the persons who are appointed to act as the first directors of this corporation are as follows:

Name	Address
Gilbert E. Haakh	1200 Wilshire Boulevard Los Angeles, California 90017
Robert B. Leck III	1200 Wilshire Boulevard Los Angeles, California 90017
Joel Mark	1200 Wilshire Boulevard Los Angeles, California 90017

IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State of California, we, the undersigned, constituting the incorporators of this corporation and the persons named herein as the first directors of this corporation, have executed these Articles of Incorporation this 27th day of November, 1974.

/s/ Gilbert E. Haakh                

Gilbert E. Haakh

/s/ Robert B. Leck III                

Robert B. Leck III

/s/ Joel Mark                    

Joel Mark

County of Los Angeles )

             ) ss.

State of California     )

    On this 27th day of November, 1974, before me, a Notary Public in and for said State, personally appeared GILBERT E. HAAKH, ROBERT B. LECK III, and JOEL MARK, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation and acknowledged to me that they executed the same.

    WITNESS my hand and official seal.

/s/ Gloria Ann Barrack                

Notary Public in and for said State

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

JOHN G. JORDAN and VIRGIL K. BENTON certify:

1.    That they are the president and the secretary, respectively, of 700 BONITA AVENUE CORPORATION, a California corporation.

2.    That at a meeting of the board of directors of said corporation, duly held at La Jolla, California, on February 5, 1975, the following resolution was adopted:

“NOW, THEREFORE, BE IT RESOLVED, that Article I of the Articles of Incorporation of this Corporation be amended to read in its entirety as follows:

‘I

The name of this corporation is:

Keystone Automotive Plating Corporation.’”

3.    That the shareholders have adopted said amendment by written consent. That the wording of the amended article, as set forth in the shareholders’ written consent, is the same as that set forth in the directors’ resolution in Paragraph 2 above.

4.    That the number of shares represented by written consent is 10,000. That the total number of shares entitled to vote on or consent to the amendment is 10,000.

Dated:    February 7, 1975.

/s/ John G. Jordan            

John G. Jordan

President

/s/ Virgil K. Benton            

Virgil K. Benton

Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct.

Executed atPomona, California, on February 7, 1975

/s/ John G. Jordan            

John G. Jordan

/s/ Virgil K. Benton            

Virgil K. Benton

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

CHARLES T. BECKMANN and VIRGIL K. BENTON certify:

1.    That they are the Vice-President and Secretary respectively, of KEYSTONE AUTOMOTIVE PLATING CORPORATION, a California corporation.

2.    That at a meeting of the Board of Directors of said Corporation, duly held at Los Angeles, California on August 11, 1976, the following resolution was adopted:

        “RESOLVED, that Article V of the Articles of Incorporation of this Corporation be amended to read in its entirety as follows:

            ‘V: This corporation is authorized to issue 3,000,000 shares without par value. Upon the amendment of this Article to read as hereinabove set forth, each outstanding share of a par value of $1.00 of the corporation is split up and converted into 100 shares without par value.’”

3.    That the shareholders have adopted said amendment by resolution at a meeting held at Los Angeles, California, on August 11, 1976. That the wording of the amended article, as set forth in the shareholders’ resolution, is the same as that set forth in the directors’ resolution in Paragraph 2 above.

4.    That the number of shares which voted affirmatively for the adoption of said resolution is 6,000, and that the total number of shares entitled to vote on or consent to said amendment is 10,000.

/s/ Charles T. Beckmann        

Charles T. Beckmann, Vice-President

/s/ Virgil K. Benton            

Virgil K. Benton, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Los Angeles, California, on August 11, 1976.

/s/ Charles T. Beckmann        

Charles T. Beckmann

/s/ Virgil K. Benton            

Virgil K. Benton

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

John G. Jordan and Virgil K. Benton certify that:

1.    They are the President and the Secretary of Keystone Automotive Plating Corporation, a California corporation.

2.    Article I of the Articles of Incorporation of this corporation is amended to read in its entirety as follows:

“The name of this corporation is
Keystone Automotive Industries, Inc.”

3.    The foregoing Amendment of Articles of Incorporation has been duly approved by the board of directors.

4.    The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,232,295. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

/s/ John G. Jordan            

John G. Jordan

/s/ Virgil K. Benton            

Virgil K. Benton

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at Pomona, California on January 16, 1984.

/s/ John G. Jordan            

John G. Jordan

/s/ Virgil K. Benton            

Virgil K. Benton

RESTATED
ARTICLES OF INCORPORATION
OF
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a California corporation

The undersigned, Charles J. Hogarty and Al A. Ronco, hereby certify as follows:

One: They are, respectively, the duly elected and acting President and Secretary of Keystone Automotive Industries, Inc., a California corporation.

Two: The Articles of Incorporation of the corporation are amended and restated to read in full as set forth in Exhibit A attached hereto.

Three: The foregoing amendment and restatement of the Articles of Incorporation of the corporation has been approved by the Board of Directors of the corporation.

Four: The foregoing amendment and restatement of the Articles of Incorporation of the corporation has been approved by the required vote of the shareholders of the corporation in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation’s capital stock is 1,507,768, all of which are of one class. The number of shares voting in favor of the foregoing amendment and restatement exceeded the majority vote required for approval.

IN WITNESS WHEREOF, the undersigned have executed this Restated Articles of Incorporation    the eighth day of April, 1996.

/s/ Charles J. Hogarty            

CHARLES J. HOGARTY

/s/ Al A. Ronco            

AL A. RONCO

The undersigned, Charles J. Hogarty and Al A. Ronco, the President and Secretary, respectively, of Keystone Automotive Industries, Inc., each certify under penalty of perjury that the matters set forth in the foregoing Restated Articles of Incorporation are true and correct.

Executed at Pomona, California    April 8, 1996

/s/ Charles J. Hogarty            

CHARLES J. HOGARTY

/s/ Al A. Ronco            

AL A. RONCO

RESTATED
ARTICLES OF INCORPORATION
OF
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a California corporation

One.: The name of this corporation is Keystone Automotive Industries, Inc.

Two: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

Three: This corporation is authorized to issue two classes of shares designated, respectively, “Common Stock” and “Preferred Stock.” The number of shares of Common Stock authorized to be issued is 20,000,000 and the number of shares of Preferred Stock authorized to be issued is 3,000,000, all of which shall be without par value. Upon the amendment of this Article Three to read as hereinabove set forth, each outstanding share of the capital stock of this corporation shall be split up and converted into 3.8467 shares of Common Stock.

Four: The Board of Directors of this corporation, without further action by the holders of the outstanding shares of Common Stock or Preferred Stock, if any, may issue the Preferred Stock from time to time in one or more series, may fix the number of shares and the designation of any wholly unissued series of Preferred Stock, may determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any such series and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of such series subsequent to the issue of shares of that series.

Five: The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California General Corporation Law) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California General Corporation Law, subject only to the applicable limits set forth in Section 204 of thee California General Corporation Law with respect to actions for breach of duty to the corporation and its shareholders. This corporation is authorized

EXHIBIT A

to purchase and maintain insurance on behalf of its agents against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such from a company, the shares of which are owned in whole or in part by this corporation, provided that any policy issued by such company is limited to the extent required by applicable law. Any repeal or modification of the foregoing provisions of this Article Five by the shareholders of this corporation shall not adversely affect any right or protection of an Agent of this corporation existing at the time of that repeal or modification.

Six: This corporation elects to be governed by all of e provisions of the General Corporation Law of 1977 not otherwise applicable to it under Chapter 23 thereof.

RESTATED ARTICLES OF INCORPORATION

OF

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

Virgil K. Benton II and Al A. Ronco certify that:

1.They are the Chairman of the Board and the Secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation (the “Corporation”).

2.The Articles of Incorporation of the Corporation are amended and restated to read as set forth on Exhibit “A” attached hereto.

3.The amendment and restatement of the Articles of Incorporation has been duly approved by the Board of Directors.

4.The amendment and restatement of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California General Corporation Law (“California Law”). The total number of outstanding shares of the Corporation is 5,800,000. The number shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Executed at Los Angeles, California this thirty-first day of May, 1996.

/s/ Virgil K. Benton II            

Virgil K. Benton II, Chairman of the Board

/s/ Al A. Ronco            

Al A. Ronco, Secretary

Exhibit “A”

RESTATED ARTICLES OF INCORPORATION

OF

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

ONE: The name of this corporation is Keystone Automotive Industries, Inc.

TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE: This corporation is authorized to issue two classes of shares of stock designated “Common Stock” and “Preferred Stock,” respectively. The total number of shares of stock which this corporation shall have authority to issue is 23,000,000 shares, consisting of 20,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock.

A.    Common Stock

1.    Except where otherwise provided by law, by these Restated Articles of Incorporation, or by resolution of the Board of Directors pursuant to this Article THREE, the holders of the Common Stock issued and outstanding shall have and possess the exclusive right to notice of shareholders’ meetings and the exclusive voting rights and powers.

2.    Subject to all of the rights of the Preferred Stock, dividends may be paid on the Common Stock, as and when declared by the Board of Directors, out of any funds of the corporation legally available for the payment of such dividends.

B.    Preferred Stock

The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions, or any of them, granted to or imposed upon any wholly unissued series of Preferred Stock and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.

FOUR: A. This Article FOUR shall become effective only when this corporation becomes a listed corporation within the meaning of Section 301.5 of the California General Corporations Law (“California Law”), which section provides that a listed corporation means a corporation with outstanding shares listed on the New York Stock Exchange or the American Stock Exchange, or a corporation with outstanding securities designated as qualified for trading as a national market system security on the National Association of Securities Dealers Automatic Quotation System (or any successor national market system) if the corporation has at least 800 holders of its equity securities as of the record date of the corporation’s most recent annual meeting of shareholders.

B.    Upon the effectiveness of this Article FOUR, the Board of Directors shall be classified into three classes, as nearly equal in numbers as the then total number of directors constituting the entire Board of Directors permits, the members of each class to serve for a term of three years. If the number of directors is not divisible by three, the first extra director shall be assigned to the first class of directors and any additional director shall be assigned to the second class of directors.

C.    Upon the effectiveness of this Article FOUR, the election of directors by the shareholders shall not be by cumulative voting. At each election of directors, each shareholder entitled to vote may vote all the shares held by that shareholder for each of several nominees for director up to the number of directors to be elected. The shareholder may not cast more votes for any single nominee than the number of shares held by the shareholder.

D.    At the first annual meeting of shareholders held after the effectiveness of this Article FOUR, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting of shareholders, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting of shareholders and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting of shareholders. At each subsequent annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting of shareholders.

E.    If at any time this corporation ceases to be a listed corporation as defined in Section 301.5 of the California Law, at each succeeding annual meeting of shareholders where the existing term of a class of directors is expiring, the directors of each such class shall then be elected for a term expiring in one year until all directors are elected for one year terms. The election of all directors at the annual meeting of shareholders for a term of one year shall continue until the corporation once again qualifies as a listed corporation within the meaning of Section 301.5 of the California Law, and the foregoing provisions of this Article FOUR shall be reinstated.

FIVE: The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation and for defining and regulating the powers of the corporation and its directors and shareholders and are in furtherance and not in limitation of the powers conferred upon the corporation by statute:

(a)    Unless otherwise expressly provided in the California Law, approval by the holders of at least two-thirds of the outstanding shares of the capital stock of this corporation entitled to vote (including the affirmative vote of at least two-thirds of the outstanding shares of any class or series of the capital stock entitled to vote separately) shall be required with respect to each of the following actions:

A.    Any amendment to or the elimination of Articles FOUR,FIVE, SIX or SEVEN of these Restated Articles of Incorporation.

B.    Any amendment to or the elimination of any provision of the Bylaws of this corporation which requires approval by the shareholders to become effective.

(b)    Unless otherwise expressly provided in the California Law, notwithstanding anything to the contrary in these Restated Articles of Incorporation or the Bylaws of this corporation, (A) vacancies and newly created directorships, whether resulting from an increase in the size of the Board of Directors, from the death, resignation, disqualification or removal of a director or otherwise, shall be filled solely by the affirmative vote of at least two-thirds of the remaining directors then in office, or by the sole remaining director, even though less than a

quorum of the Board of Directors, and (B) any director elected in accordance with clause (A) of this paragraph (b) shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or the new directorship was created and until such director’s successor shall have been elected and qualified.

SIX: Except as set forth in Section 603(d) of the California Law, no action required to be taken or which may be taken at any annual or special meeting of shareholders of the corporation may be taken by written consent of shareholders, unless a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of at least two-thirds of the outstanding shares of the capital stock of the corporation entitled to vote thereon.

SEVEN: The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Law) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Law, subject only to the applicable limits set forth in Section 204 of the California Law with respect to actions for breach of duty to the corporation and its shareholders. This corporation is authorized to purchase and maintain insurance on behalf of its agents against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such from a company, the shares of which are owned in whole or in part by this corporation, provided that any policy issued by such company is limited to the extent required by applicable law. Any repeal or modification of the foregoing provisions of this Article SEVEN by the shareholders of this corporation shall not adversely affect any right or protection of an agent of this corporation existing at the time of that repeal or modification.

EIGHT: This corporation elects to be governed by all of the provisions of the General Corporation Law of 1977 not otherwise applicable to it under Chapter 23 thereof.

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1.    They are the President and Secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation.

2.    Article Three of the Articles of Incorporation of this corporation be amended to read as follows:

    Three: This corporation is authorized to issue two classes of shares of stock designated “Common Stock” and “Preferred Stock,” respectively. The total number of shares of stock which this corporation shall have authority to issue is 53,000,000 shares, consisting of 50,000,000 shares of Common Stock and 3,000,000 shares of “Preferred Stock.”

3.    The foregoing Amendment of Articles Incorporation has been duly approved by the Board of Directors.

4.    The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code, The total number of shares outstanding of the corporation is 12,638,052. The number of shares voting in favor of the amendment exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Date:     August 29, 1997

/s/ Charles J. Hogarty            

Charles J. Hogarty, President

/s/ James C. Lockwood        

James C. Lockwood, Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1.    They are the President and Secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation.

2.    Article Four of the Articles of Incorporation of this corporation be amended to read as follows:

“FOUR: A. This Article FOUR shall become effective only when this corporation becomes a listed corporation within the meaning of Section 301.5 of the California General Corporations Law, which section provides that a listed corporation means a corporation with outstanding shares listed on the New York Stock Exchange or the American Stock Exchange, or a corporation with outstanding securities designated as qualified for trading as a national market system security on the National Association of Securities dealers Automatic Quotation System (or any successor national market system) if the corporation has at least 800 holders of its equity securities as of the record date of the corporation’s most recent annual meeting of shareholders.

B.    Upon the effectiveness of this Article FOUR, the election of directors by the shareholders shall not be by cumulative voting. At each election of directors, each shareholder entitled to vote may vote all the shares held by that shareholder for each of several nominees for director up to the number of directors to be elected. The shareholder may not cast more votes for any single nominee than the number of shares held by the shareholder.”

3.    The foregoing Amendment of Articles Incorporation has been duly approved by the Board of Directors.

4.    The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of shares outstanding of the corporation is 14,657,352. The number of shares voting in favor of the amendment exceeded the vote required. The percentage vote required was more than 66 2/3%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Date: June 25, 1998

/s/ Charles J. Hogarty            

Charles J. Hogarty, President

/s/ James C. Lockwood        

James C. Lockwood, Secretary

CERTIFICATE OF DETERMINATION

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

(Pursuant to Section 401 of the
California General Corporation Law)

The undersigned, Charles J. Hogarty and James C. Lockwood, hereby certify that:

One: They are the duly elected and acting President and Vice President and Secretary, respectively, of Keystone Automotive Industries, a California corporation (the “Corporation”).

Two: The number of authorized shares of Preferred Stock of the Corporation is 3,000,000 shares; none of which are issued and outstanding.

Three: The number of authorized shares constituting the Series A Junior Participating Preferred Stock is 153,650 shares, none of which have been issued.

Four: The Board of Directors has duly adopted the following recitals and resolutions as required by Section 401 of the California General Corporation Law at a meeting duly called and held on February 10, 2000. These recitals and resolutions set forth the rights, preferences, privileges and restrictions of the Series A Junior Participating Preferred Stock.

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of incorporation of this Corporation, the Board of Directors hereby creates a series of Preferred Stock, no par value (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, powers and preferences, and qualifications, limitations and restrictions thereof as follows:

Section 1.    Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock’) and the number of shares constituting the Series A Preferred Stock shall be 153,650. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Section 2.    Dividends and Distributions.

(A)    Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, no par value (the “Common Stock”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year

(each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)    The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock. (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C)    Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share by share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3.    Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A)    Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a

greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)    Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C)    Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4.    Certain Restrictions.

(A)    Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)    declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii)    declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)    redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (both as to-dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv)    redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B)    The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5.    Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 6.    Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount per share (the “Series A Liquidation Preference”) equal to $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event.

(B)    In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences.

(C)    Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Section 7.    Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a

subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8.    No Redemption. The shares of Series A Preferred Stock shall not be redeemable by the Company.

Section 9.    Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, junior to all series of any other class of the Corporation’s Preferred Stock, except to the extent that any such other series specifically provides that it shall rank on a parity with or junior to the Series A Preferred Stock.

Section 10.    Amendment. At any time any Shares of Series A Preferred Stock are outstanding, the Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two thirds of the outstanding shares of Series A Preferred Stock, voting separately as a single class.

Section 11,    Fractional Shares. Series A Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

IN WITNESS WHEREOF, the undersigned have executed this certificate on March 10, 2000.

/s/ Charles J. Hogarty            

Charles J. Hogarty, President

/s/ James C. Lockwood        

James C. Lockwood, Secretary

The undersigned, Charles J. Hogarty, President of Keystone Automotive Industries, Inc., and James C. Lockwood, Vice President and Secretary of Keystone Automotive Industries, Inc., declare under penalty of perjury that the matters set forth in the foregoing Certificate are true and of their own knowledge.

Executed at Pomona, California on March 10, 2000.

/s/ Charles J. Hogarty            

Charles J. Hogarty

/s/ James C. Lockwood        

James C. Lockwood

AGREEMENT OF MERGER
OF
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
AND
LKQ ACQUISITION COMPANY

This Agreement of Merger is entered into between Keystone Automotive Industries, Inc., a California corporation (herein “Surviving Corporation”), and LKQ Acquisition Company, a California corporation (herein “Merging Corporation”).

1.    Merging Corporation shall be merged with and into Surviving Corporation (the “Merger”).

2.    Upon effectiveness of the Merger, all shares of capital stock of Surviving Corporation outstanding immediately prior to the effectiveness of the Merger shall be converted into the right to receive $48.00 in cash, without interest, and shall be canceled and extinguished.

3.    Upon effectiveness of the Merger, all shares of Merging Corporation outstanding immediately prior to the effectiveness of the Merger shall be converted into 100 shares of common stock of Surviving Corporation.

4.    Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidenceor carry out this merger.

5.    The effect of the merger and the effective date of the merger are as prescribed by law.

IN WITNESS WHEREOF, the parties have executed this Agreement.

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

By:    /s/ Richard L. Keister            

Name: Richard L. Keister

Title: President and Chief Executive Officer

By:    /s/ John G. Arena            

Name: John G. Arena

Title: General Counsel and Secretary

LKQ ACQUISITION COMPANY

By:    /s/ Joseph M. Holston            

Name: Joseph M. Holston

Title: President and Chief Executive Officer

By:    /s/ Victor M. Casini            

Name: Victor M. Casini

Title: Vice President and Secretary

CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

Richard L. Keister and John G. Arena certify that:

I.    They are the President and Chief Executive Officer and the General Counsel and Secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation.

2.    The Agreement of Merger in the form attached was duly approved by the Board of Directors and by the vote of the shareholders of the corporation which equaled or exceeded the vote required.

3.    The approval of the holders of a majority of the outstanding shares of the corporation entitled to vote was required to approve the Agreement of Merger. The shareholder approval was by the holders of 11,766,016 of the outstanding shares of the corporation.

4.    There are 16,574,252 shares outstanding entitled to vote on the merger, all of which are Common Stock.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: October 12, 2007

/s/ Richard L. Keister            

Name: Richard L. Keister

Title: President and Chief Executive Officer

/s/ John G. Arena            

Name: John G. Arena

Title: General Counsel and Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

LKQ ACQUISITION COMPANY

Joseph M. Holsten and Victor M. Casini certify that:

1.    They are the President and Chief Executive Officer and the Vice President and Secretary, respectively, of LKQ Acquisition Company, a California corporation.

2.    The Agreement of Merger in the form attached was duly approved by the Board of Directors and by the vote of the sole shareholder of the corporation which equaled or exceeded the vote required.

3.    The shareholder approval was by the holder of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 100.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: October 12, 2007

/s/ Joseph M. Holston            

Name: Joseph M. Holston

Title: President and Chief Executive Officer

/s/ Victor M. Casini            

Name: Victor M. Casini

Title: Vice President and Secretary

AGREEMENT OF MERGER
OF
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.;
KWIK AUTO BODY SUPPLIES, INC.
AND
P.B.F. SPECIALTIES, INC.

    AGREEMENT Of MERGER, pursuant to the provisions of the California Corporations Code, dated this 20th day of August, 2015, among Keystone Automotive Industries, Inc., a California corporation (herein “Surviving Corporation”), KWIK Auto Body Supplies, Inc., a Massachusetts corporation, and P.B.E. Specialities, Inc., a Massachusetts corporation (each, a “Merging Corporation” and collectively, the “Merging Corporations).

    WITNESSETH that:

    WHEREAS, all of the constituent corporations desire to merge into a single corporation; and

    NOW THEREFORE, the corporations, parties to the Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

1.The Merging Corporations shall be merged with and into Surviving Corporation (the “Merger”).

2.The Certificate of Incorporation of Surviving Corporation, as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

3.Upon effectiveness of the Merger, all shares of the Merging Corporations immediately prior to the effectiveness of the Merger shall be cancelled without consideration and converted into no shares of the Surviving Corporation. All the shares of the Surviving Corporation shall not be converted in any manner, but each such share which is issued as of the effective date of the merger shall continue to represent one issued share of the Surviving Corporation.

4.The Surviving Corporation shall assume the assets and liabilities of the Merging Corporations.

5.The by-laws of the Surviving Corporation as they exist of the effective date of this merger shall be and remain the by-laws of the Surviving Corporation until the same shall be altered, amended and repealed as therein provided.

6.This merger shall become effective as of August 31, 2015.

[SIGNATURE PAGE FOLLOWS]

    IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused these presents to be executed by an officer of each party hereto as the respective act, deed, and agreement of each said corporation on this 20th day of August, 2015.

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

By:     /s/ Victor M. Casini            

    Victor M. Casini, Vice President

By:     /s/ Matthew J. McKay        

    Matthew J. McKay, Secretary

KWIK AUTO BODY SUPPLIES, INC.

By:     /s/ Victor M. Casini            

    Victor M. Casini, Vice President

By:     /s/ Matthew J. McKay        

    Matthew J. McKay, Secretary

P.B.E. SPECIALTIES, INC.

By:     /s/ Victor M. Casini            

    Victor M. Casini, Vice President

By:     /s/ Matthew J. McKay        

    Matthew J. McKay, Secretary

OFFICERS’ CERTIFICATE

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Victor M. Casini and Matthew J. McKay certify that:

1.     They are the vice president and secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation.

2.     The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares (common). There are 100 shares outstanding and all of the outstanding shares were entitled to vote on the merger.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge.

Date: August 20, 2015

/s/ Victor M. Casini            

Victor M. Casini, Vice President

/s/ Matthew J. McKay            

Matthew J. McKay, Secretary

OFFICERS’ CERTIFICATE

KWIK AUTO BODY SUPPLIES, INC.

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Victor M. Casini and Matthew J. McKay certify that:

1.     They are the vice president and secretary, respectively, of Kwik Auto Body Supplies, Inc., a Massachusetts corporation.

2.    The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares (common). There are 50 shares outstanding and all of the outstanding shares were entitled to vote on the merger.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge.

Date: August 20, 2015

/s/ Victor M. Casini            

Victor M. Casini, Vice President

/s/ Matthew J. McKay            

Matthew J. McKay, Secretary

OFFICERS’ CERTIFICATE

P.B.E. SPECIALTIES, INC.

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Victor M. Casini and Matthew J. McKay certify that:

1.     They are the vice president and secretary, respectively, of P.B.E. Specialties., a Massachusetts corporation.

2.     The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares (common). There are 200 shares outstanding and all of the outstanding shares were entitled to vote on the merger.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge.

Date: August 20, 2015

/s/ Victor M. Casini            

Victor M. Casini, Vice President

/s/ Matthew J. McKay            

Matthew J. McKay, Secretary

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of June 1, 2016 and adopted by KAI China, LLC, a Delaware limited liability company (“KAI”), by resolution of its Board of Managers on May 23, 2016 and by resolution of its sole member on May 23,2016, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on May 23, 2016 and by resolution of its sole shareholder on May 23, 2016.

1.    KAI shall, pursuant to the provisions of the Limited Liability Company Act of the State of Delaware, be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. Inc. pursuant to the provisions of the California Corporations Code. The separate existence of KAI (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the Limited Liability Company Act of the State of Delaware.

2.    The Articles of Incorporation of Keystone at the effective time and date or the merger shall be the Articles of Incorporation of the surviving company, and said Articles or Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.    The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.    KAI has 100 authorized and issued membership units. The membership units of KAI are 100% of the issued and outstanding membership units of KAI. The membership units of KAI shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration. The issued and outstanding shares of capital stock of Minim shall not be converted or exchanged in any manner, but each said share that is issued and outstanding immediately prior to the effective time and date of the merger shall continue to represent the issued and outstanding membership units of Keystone.

6.    The Merger will be effective (“Effective Time”) as prescribed by law.

7.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above.

KAI China, LLC

/s/ Robert L. Wagman            

Name: Robert L. Wagman

Title:    President

KAI China, LLC

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Keystone Automotive Industries, Inc.

/s/ Robert L. Wagman            

Name: Robert L. Wagman

Title:    President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

of

Agreement and Plan of Merger

Robert L. Wagman and Matthew McKay certify that:

1.    They are the president and the secretary, respectively, of Keystone Automotive Industries, Inc. a California corporation.

2.    The principal terms of the Agreement and Plan of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 100.

5.    The shareholders approve the agreement and plan of merger dated June 1, 2016.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: June 22, 2016

/s/ Robert L. Wagman            

Robert L. Wagman, President

/s/ Matthew McKay            

Matthew McKay, Secretary

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of December 20, 2016 and adopted by Taylor’s Executive Radiator Service, Inc., a Maryland corporation (“TAYLOR’S”), by resolution of its Board of Managers on December 16, 2016 and by resolution of its sole member on December 16, 2016, and Keystone Automotive Industries, Inc. a California corporation (“Keystone”), by resolution of its Board of Directors on December 16, 2016 and by resolution of its sole shareholder on December 16, 2016.

1.    TAYLOR’S shall, pursuant to Sections 3-102, 3-107, 3-109, 4A-701, 8-501.1 and 10-208 of the Maryland Corporations and Associations Article of the Amended Code of Maryland be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. Inc. pursuant to the provisions of the California Corporations Code. The separate existence of TAYLOR’S (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the Corporation Act of the State of Maryland.

2.    The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.    The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.    TAYLOR’S has 2 shares of common stock, The common stock of TAYLOR’S are 100% of the issued and outstanding stock of TAYLOR’S. The stock of TAYLOR’S shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration.

6.    The Merger will be effective (“Effective Time”) as prescribed by law.

7.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above.

Taylor’s Executive Radiator Service, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

Taylor’s Executive Radiator Service, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

Of

Agreement and Plan of Merger

Robert Wagman and Matthew McKay certify that:

1.    They are the president and the secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation.

2.    The principal terms of the Agreement and Plan of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There are two classes of shares and the number of shares outstanding entitled to vote on the merger is no preferred shares and 100 common shares.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: January 5, 2017

/s/ Robert Wagman            

Robert Wagman, President

/s/ Matthew McKay            

Matthew McKay, Secretary

Certificate of Approval

Of

Agreement and Plan of Merger

Robert Wagman and Matthew McKay certify that:

1.     They are the president and the secretary, respectively, of Taylor’s Executive Radiator Service, Inc., a Maryland corporation.

2.     The principal terms of the Agreement and Plan of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares and number of shares outstanding entitled to vote on the
merger is 2.

We further declare under penalty of perjury under the laws of the State of Maryland that the matters set forth in this certificate are true and correct of our own knowledge.

Date: January 5, 2017

/s/ Robert Wagman            

Robert Wagman, President

/s/ Matthew McKay            

Matthew McKay, Secretary

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of December 20, 2017 and adopted by LKQ Glass 1, LLC, a Delaware limited liability company (“LKQ”), by resolution of its Board of Managers on December 16, 2017 and by resolution of its sole member on December 16, 2017, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on December 16, 2017 and by resolution of its sole shareholder on December 16, 2017.

1.     LKQ shall, pursuant to the provisions of the Limited Liability Company Act of the State of Delaware, be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”), Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. Inc. pursuant to the provisions of the California Corporations Code. The separate existence of LKQ (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the Limited Liability Company Act of the State of Delaware.

2.     The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.     The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.    LKQ has 100 authorized and issued membership units, The membership units of LKQ are 100% of the issued and outstanding membership units of LKQ. The membership units of LKQ shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration. The issued and outstanding shares of capital stock or Keystone shall not be converted or exchanged in any manner, but each said share that is issued and outstanding immediately prior to the effective time and date of the merger shall continue to represent the issued and outstanding membership units of Keystone.

6.    The Merger will be effective December 31st, 2017, for accounting purposes only.

7.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above.

LKQ Glass 1, LLC

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Member

LKQ Glass 1, LLC

/s/ Matthew McKay            

Name: Matthew McKay

Title: Member

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

Of

Agreement of Merger

LKQ Glass I, LLC and Keystone Automotive Industries, Inc. certify that:

1.     They are the vice president and secretary, respectively, of Keystone Automotive Industries, Inc. a California corporation.

2.     The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 100.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21st, 2017

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name:    Matthew McKay

Title:     Secretary

AGREEMENT AND PLAN OF

MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of December 20, 2017 and adopted by LKQ Glass 2 Inc., a Delaware corporation (“LKQ”), by resolution of its Board of Managers on December 16, 2017 and by resolution of its sole member on December 16, 2017, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on December 16, 2017 and by resolution of its sole shareholder on December 16, 2017.

1.    LKQ shall, pursuant to Sections 3.102, 3-107, 3-109, 4A-701, 8-501.1 and 10-208 of the Delaware Corporations and Associations Article of the Amended Code of Delaware be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. Inc. pursuant to the provisions of the California Corporations Code. The separate existence of LKQ (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the Corporation Act of the State of Delaware.

2.    The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.     The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.     LKQ has 2 shares of common stock. The common stock of LKQ are 100% of the issued and outstanding stock of LKQ. The stock of LKQ shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration.

6.     The Merger will be effective December 31st, 2017, for accounting purposes only.

7.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above,

LKQ Glass 2 Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

LKQ Glass 2 Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

Of

Agreement of Merger

LKQ Glass 2, Inc. and Keystone Automotive Industries, Inc. certify that:

1.     They are the vice president and secretary, respectively, of Keystone Automotive Industries, Inc. a California corporation.

2.     The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 100.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21st, 2017

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

Of

Agreement of Merger

LKQ Glass 2, Inc. and Keystone Automotive Industries, Inc. certify that:

1.     They are the vice president and secretary, respectively, of Keystone Automotive Industries, Inc. a California corporation.

2.     The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 100.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21st, 2017

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER ismade as of December 20, 2017 and adopted by LKQ Glass 2 Inc., a Delaware corporation (“LKQ”), by resolution of its Board of Managers on December 16, 2017 and by resolution of its sole member on December 16, 2017, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on December 16, 2017 and by resolution of its sole shareholder on December 16, 2017.

1.     LKQ shall, pursuant to Sections 3-102, 3-107, 3-109, 4A-701, 8-501,1 and 10-208 of the Delaware Corporations and Associations Article of the Amended Code of Delaware be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. Inc. pursuant to the provisions of the California Corporations Code, The separate existence of LKQ (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the Corporation Act of the State of Delaware.

2.    The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.    The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.    LKQ has 2 shares of common stock. The common stock of LKQ are 100% of the issued and outstanding stock of LKQ. The stock of LKQ shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration.

6.    The Merger will be effective December 31st, 2017, for accounting purposes only.

7.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above,

LKQ Glass 2 Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

LKQ Glass 2 Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

Of

Agreement of Merger

LKQ Glass 2, Inc. and Keystone Automotive Industries, Inc. certify that:

1.     They are the vice president and secretary, respectively, of Keystone Automotive Industries, Inc. a California corporation.

2.     The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 100.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21st, 2017

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of December 20, 2017 and adopted by LKQ Management Company, a Delaware corporation (“LKQ”), by resolution of its Board of Directors on December 16, 2017 and by resolution of its sole Directors on December 16, 2017, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on December 16, 2017.

1.     LKQ shall, pursuant to Sections 3-102, 3-107, 3-109, 4A-701, 8-501.1 and 10-208 of the Delaware Corporations and Associations Article of the Amended Code of Delaware be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. Inc. pursuant to the provisions of the California Corporations Code. The separate existence of LKQ (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the Corporation Act of the State of Delaware.

2.     The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.     The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.     The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.     LKQ has 2 shares of common stock. The common stock of LKQ are 100% of the issued and outstanding stock of LKQ. The stock of LKQ shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration.

6.     The Merger will be effective (“Effective Time”) as prescribed by law.

7.     This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above.

LKQ Management Company

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

LKQ Management Company

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

Of

Agreement and Plan of Merger

Walter Hanley and Matthew McKay certify that:

1.     They are the vice president and secretary, respectively, of Keystone Automotive Industries, Inc. a California corporation.

2.     The principal terms of the Agreement and Plan of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 2.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21st, 2017

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Approval

Of

Agreement and Plan of Merger

Walter Hanley and Matthew McKay certify that:

1.     They are the vice president and secretary, respectively, of LKQ Management Company a Delaware corporation.

2.     The principal terms of the Agreement and Plan of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 2.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21st, 2017

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

Certificate of Correction

of

Certificate of Merger

The undersigned certify that:

1.    They are the Vice President and Secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation.

2.    The merger documents were filed merging LKQ PGW Holdings LLC into Keystone Automotive Industries, Inc. on January 16, 2018, file stamp number A0808823.

3.    The merger documents were defective in including the Agreement and Plan of Merger and Certificate of Approval of Agreement of Merger for the contemporaneous merger of LKQ Glass 2 Inc. into Keystone Automotive Industries, Inc.

4.     The merger documents have been corrected by replacing the Agreement and Plan of Merger and Certificate of Approval of Agreement of Merger for LKQ Glass 2 Inc. merging into Keystone Automotive Industries, Inc. with the Agreement and Plan of Merger and Certificate of Approval of Agreement of Merger for LKQ PGW Holdings LLC merging into Keystone Automotive Industries, Inc.

5.     Attached and incorporated by reference are the Agreement and Plan of Merger and Certificate of Approval of Agreement of Merger. This certificate does not alter the wording of any resolution or written consent which was in fact adopted by board or shareholders.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: March 23, 2018

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of December 20, 2017 and adopted by LKQ PGW Holdings, LLC, a Delaware limited liability company (“LKQ”), by resolution of its Board of Managers on December 16, 2017 and by resolution of its sole member on December 16, 2017, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on December 16, 2017 and by resolution of its sole shareholder on December 16, 2017.

1.    LKQ shall, pursuant to the provisions of the Limited Liability Company Act of the State of Delaware, be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. Inc, pursuant to the provisions of the California Corporations Code. The separate existence of LKQ (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the Limited Liability Company Act of the State of Delaware,

2.    The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.    The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.    LKQ has 100 authorized and issued membership units. The membership units of LKQ are 100% of the issued and outstanding membership units of LKQ. The membership units of LKQ shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration. The issued and outstanding shares of capital stock of Keystone shall not be converted or exchanged in any manner, but each said share that is issued and outstanding immediately prior to the effective time and date of the merger shall continue to represent the issued and outstanding membership units of Keystone.

6.    The Merger will be effective December 31st, 2017, for accounting purposes only.

7.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above.

LKQ PGW Holdings, LLC

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Member

LKQ PGW Holdings, LLC

/s/ Matthew McKay            

Name: Matthew McKay

Title:     Member

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title: Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title:     Secretary

Certificate of Approval

Of

Agreement and Plan of Merger

LKQ PGW Holdings LLC and Keystone Automotive Industries, Inc. certify that:

1.     They are the vice president and secretary, respectively, of Keystone Automotive Industries, Inc. a California corporation.

2.     The principal terms of the Agreement and Plan of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.     The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.     There is only one class of shares and the number of shares outstanding entitled to vote on the merger is 100.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 21st, 2017

/s/ Walter Hanley            

Name: Walter Haney

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of December 1, 2018 and adopted by LKQ Online Corp., a Delaware corporation (“LKQ”), by resolution of its Board of Directors on December 1, 2018 and by resolution of its sole Directors on December 1, 2018, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on December 1, 2018 and by resolution of its Directors on December 1, 2018.

1.    LKQ shall be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. pursuant to the provisions of the California Corporations Code. The separate existence of LKQ (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the California Corporations Code.

2.    The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.    The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.    LKQ has 100 shares of common stock. The common stock of LKQ are 100% of the issued and outstanding stock of LKQ. The stock of LKQ shall not be converted in any manner, but each said share that is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished, and cancelled without consideration.

6.    Each outstanding share of Keystone shall remain outstanding and are not affected by the merger.

7.    Keystone shall from time to time, as and when requested by LKQ, execute and deliver all such documents and its instruments and take all such action necessary or desirable to evidence or carry out this merger.

8.    The Merger will be effective (“Effective Time”) as prescribed by law.

9.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above.

LKQ Online Corp.

/s/ Walter Hanley            

Name: Walter Hanley

Title:     Vice President

LKQ Online Corp.

/s/ Matthew McKay            __

Name: Matthew McKay

Title:     Secretary

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title: Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title:     Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

Walter Hanley and Matthew McKay each certify that:

1.    They are the Vice-President and Secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation (the “Company”).

2.    The Agreement and Plan of Merger merging LKQ Online Corp., a Delaware corporation, with and into the Company (the “Agreement of Merger”) in the form attached was duly approved by the board of directors of the Company.

3.    No vote of the shareholders of the Company was required pursuant to Section 1201(b) of the General Corporation Law of the State of California.

* * * [Signature Page Follows] * * *

The undersigned further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of their own knowledge.

Date: November 15, 2019

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

[Signature Page to Certificate of Approval for Keystone Automotive Industries, Inc.]

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

Walter Hanley and Matthew McKay each certify that:

1.    They are the Vice-President and Secretary, respectively, of LKQ Online Corp., a Delaware corporation (the “Company”).

2.    The Agreement and Plan of Merger merging the Company with and into Keystone Automotive Industries, Inc., a California corporation (the “Agreement of Merger”) in the form attached was duly approved by the board of directors of the Company.

3.    The Company has only one class of shares and the total number of outstanding shares entitled to vote on the merger is 100.

4.    The principal terms of the Agreement of Merger in the form attached were approved by the shareholders of the Company by a vote of the number of shares of common stock which equaled or exceeded the vote required.

* * * [Signature Page Follows] * * *

The undersigned further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of their own knowledge.

Date: November 15, 2019

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

[Signature Page to Certificate of Approval for LKQ Online Corp.]

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of December 1, 2018 and adopted by Greenleaf Auto Recyclers, LLC, a Delaware corporation (“Greenleaf), by resolution of its Board of Directors on December 1, 2018 and by resolution of its sole Directors on December 1, 2018, and Keystone Automotive Industries, Inc., a California corporation (“Keystone”), by resolution of its Board of Directors on December 1, 2018 and by resolution of its Directors on December 1, 2018.

1.    Greenleaf shall be merged with and into Keystone, with Keystone being the surviving company at the effective time and date of the merger (sometimes hereinafter referred to as the “surviving company”). Keystone shall continue to exist, as of the effective time and date of the merger, under the name Keystone Automotive Industries, Inc. pursuant to the provisions of the California Corporations Code. The separate existence of Greenleaf (which is sometimes hereinafter referred to as the “non-surviving company”) shall cease at the effective time and date of the merger in accordance with the provisions of the California Corporations Code.

2.    The Articles of Incorporation of Keystone at the effective time and date of the merger shall be the Articles of Incorporation of the surviving company, and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the California Corporations Code.

3.    The Bylaws of Keystone at the effective time and date of the merger shall be the Bylaws of the surviving company, and said Bylaws shall continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the California Corporations Code.

4.    The members of the Board of Directors and the officers in office of Keystone at the effective time and date of the merger shall be the members of the Board of Directors and the officers of the surviving company, all of whom shall hold their respective directorship and offices until their successors are elected and qualified or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving company.

5.    Greenleaf has no shares of common stock.

6.    Each outstanding share of Keystone shall remain outstanding and are not affected by the merger.

7.    Keystone shall from time to time, as and when requested by LKQ, execute and deliver all such documents and its instruments and take all such action necessary or desirable to evidence or carry out this merger.

8.    The Merger will be effective (“Effective Time”) as prescribed by law.

9.    This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures to this Agreement and Plan of Merger delivered by facsimile or in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger have caused this document to be signed by an authorized person of each party as the date first written above.

Greenleaf Auto Recyclers, LLC

/s/ Walter Hanley            

Name: Walter Hanley

Title:     Vice President

Greenleaf Auto Recyclers, LLC

/s/ Matthew McKay            ___

Name: Matthew McKay

Title: Secretary

Keystone Automotive Industries, Inc.

/s/ Walter Hanley            

Name: Walter Hanley

Title:     Vice President

Keystone Automotive Industries, Inc.

/s/ Matthew McKay            

Name: Matthew McKay

Title:     Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

Walter Hanley and Matthew McKay each certify that:

1.    They are the Vice-President and Secretary, respectively, of Keystone Automotive Industries, Inc., a California corporation (the “Company”).

2.    The Agreement and Plan of Merger merging Greenleaf Auto Recyclers, LLC, a Delaware limited liability company, with and into the Company (the “Agreement of Merger”) in the form attached was duly approved by the board of directors of the Company.

3.    No vote of the shareholders of the Company was required pursuant to Section 1201(b) of the General Corporation Law of the State of California.

* * * [Signature Page Follows] * * *

The undersigned further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of their own knowledge.

Date: November 15, 2019

/s/ Walter Hanley            

Name: Walter Hanley

Title:    Vice President

/s/ Matthew McKay            

Name: Matthew McKay

Title: Secretary

[Signature Page to Certificate of Approval for Keystone Automotive Industries, Inc.]

EX-3.22

Exhibit 3.22

AMENDED AND RESTATED BYLAWS

OF

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

Keystone Automotive Industries, Inc. (the “Corporation”) may have such offices, including registered offices, at such places both within and outside the State of California as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of California as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the members of the Board of Directors then in office, or the holder of shares of the Corporation’s capital stock entitled to cast not less than 10 percent of the votes at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice of meetings may be given by any means described in Section 118 of the California Corporations Code.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment provided that any action taken, other than adjournment, shall be approved by at least a majority of the shares required to constitute a quorum. If, however, such majority shall not be present or represented at any meeting of the stockholders, the vote of a majority of the shares represented either in person or by proxy, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (or by means of remote

communications), and notice need not be given of any such adjourned meeting if the time and place (if any) thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by applicable law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    members of the Board of Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    whenever any corporate action other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders of the Corporation, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of capital stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such stockholder and bearing a date not more than eleven months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by applicable law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation. Such notice shall be delivered in compliance with Section 601(b) and Section 603(b)(2) of the California Corporations Code.

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Section 9.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If any meeting of the stockholders is adjourned for more than 45 days from the date set for the original meeting, the Board of Directors shall fix a new record date for determining the stockholders entitled to notice of and to vote at such adjourned meeting. If no record date is fixed:

(a)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

(b)    the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

(c)    the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 10.    Consent of Absentees.The transactions of any meeting of stockholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more stockholders has given notice at the meeting prior to the voting of the stockholder’s intent to cumulate the stockholder’s votes, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder’s shares are normally entitled, or distribute the stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation and Section 212(a) of the California Corporations Code, the number of directors which shall

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constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. Directors must be natural persons.

Section 3.    Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If one or more directors are so removed at a meeting of stockholders, the stockholders may elect new directors at the same meeting.

Section 5.    Vacancies. Except for a vacancy created by the removal of a director, all vacancies on the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California Corporations Code, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the stockholders. Vacancies created by the removal of a director may be filled only by approval of the stockholders. The stockholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of California.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice on such dates and at such times and places, if any, within or without the State of California, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, or the Secretary or any two directors. Written notice of the time and place of all special meetings of the Board of Directors shall be

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delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means to each director at least 48 hours before the meeting, or sent to each director by first class mail, postage prepaid, at least four days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, a majority of the Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the Board of Directors or committee present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If the Board of Directors consists of only one director, such sole director shall constitute a quorum. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

Section 10.    Manner of Acting.

(a)    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the Corporation (other than conference telephone and electronic video screen communication), presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently; and (ii) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

(b)    Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law (including Section 307(b) of the California Corporations Code) any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ny such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve any action that requires approval of the stockholders or approval of the outstanding shares under applicable law, (ii) fill vacancies on the Board of Directors or any committee, (iii) fix the compensation of directors for service on the Board of Directors or any committee, (iv) amend or repeal bylaws or adopt new bylaws, (v) adopt, amend or repeal any resolution of the full Board of Directors that by its express terms is not so amendable or repealable, (vi) authorize distributions to stockholders, except at a rate, in a periodic amount, or within a range set out in the Articles of Incorporation or determined by the Board of Directors, or (vii) appoint other committees or members of other committees.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 3 hereof. At the time of the appointment of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by Section 312(a) of the California Corporations Code.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

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Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice by the Board of Directors or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a member of the Board of Directors.

Section 7.    Chairman of the Board. The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall, in addition be the Chief Executive Officer of the Corporation, and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book or electronic record to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Secretary shall keep in safe custody the seal of the Corporation (to the extent the Board of Directors

8

determines to cause the Corporation to have a seal), and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.    Chief Financial Officer and Assistant Chief Financial Officers.

(a)    The Chief Financial Officer (who shall also be the Treasurer if the Board of Directors does not designate another officer to hold that office) shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall assign.

(b)    The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Chief Financial Officer shall keep and maintain the Corporation’s books of account and shall render to the Chairman of the Board or the President, and the Board of Directors an account of all of their transactions as Chief Financial Officer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chairman of the Board or the President, or the Board of Directors at any time.

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(c)    The Assistant Chief Financial Officer or if there shall be more than one, the Assistant Chief Financial Officers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Chief Financial Officer designated by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder of capital stock in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by the California Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of capital stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate with respect to capital stock of the Corporation to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the California Corporations Code.

Section 6.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of capital stock subject to the provisions of the California Corporations Code.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of California, and such other records required by law, shall be kept in such place or places either within or without the State of California as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders of the Corporation entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the

11

Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the Board of Directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Manner of Giving Notice. Whenever, under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any member of the Board of Directors or any stockholder of the Corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mailing (as such term is defined in Section 113 of the California Corporations Code) addressed to such member of the Board of Directors or stockholder, at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails, postage prepaid. Any other notice shall be deemed to have been given in accordance with Section 118 of the California Corporations Cde. Notice to members of the Board of Directors or, subject to the terms of the California Corporations Code, stockholders of the Corporation, may also be given in the manner described in Section 118 of the California Corporations Code.

Section 7.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.    Annual Report. The Annual Report to stockholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 stockholders.

Section 9.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 10.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

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Section 11.    Amendment. Bylaws may be adopted, amended, or repealed by the vote or the written consent of stockholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of stockholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw or amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 12.    Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Article VI, Section 15 shall have the same meaning as such terms in said Section 317.

Section 13.    Amendment and Restatement. These Bylaws shall be deemed to supersede and replace any bylaws of the Corporation which may have existed prior to the date set forth on the cover page of these Bylaws. Any and all such prior bylaws are hereby terminated ab initio and shall have no further force or effect.

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EX-3.23

Exhibit 3.23

Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
PO Box 8722 | Harrisburg, PA 17105-8722
T: 717-787-1057
dos.pa.gov/BusinessCharities

Entity Name:    KEYSTONE AUTOMOTIVE OPERATIONS, INC.

Jurisdiction:    PENNSYLVANIA	Issuance Date:    11/21/2022
Entity No.:    0002797279	Receipt No.:    000259312
Entity Type:    Domestic Business Corporation	Certificate No.:    005260015

Document Listing

Image No.	Date Filed	Effective Date	Filing Description	No. of Pages
A3657130-1	01/29/1998	01/29/1998	Initial Filing	2
A3657128-1	02/26/1998	02/26/1998	Articles of Amendment - Domestic Corporation	12
A3657137-1	03/06/1998	03/06/1998	Merger with New Pennsylvania Survivor	5
A3657127-1	08/10/1998	08/10/1998	Articles of Amendment - Domestic Corporation	2
A3657126-1	03/23/1999	03/23/1999	Articles of Amendment - Domestic Corporation	3
A3657129-1	04/28/2000	04/28/2000	Articles of Amendment - Domestic Corporation	3
A3657136-1	10/30/2003	10/30/2003	Merger with New Pennsylvania Survivor	6
A3657132-1	12/23/2014	12/31/2014	Merger with New Pennsylvania Survivor	6
A3657134-1	03/28/2016	03/28/2016	Merger with New Pennsylvania Survivor	9
A3657135-1	12/20/2021	12/20/2021	Merger with New Pennsylvania Survivor	4

** **** ****** ******** End of list ******** ****** **** **

I, Leigh M. Chapman, Acting Secretary of the Commonwealth of Pennsylvania, do hereby certify that the attached document(s) referenced above are true and correct copies and were filed in this office on the date(s) indicated above.

IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the seal of my office to be affixed, the day and year above written /s/ Leigh M. Chapman LEIGH M. CHAPMAN
Acting Secretary of the Commonwealth

Verify this certificate online at www.file.dos.pa.gov

COMMONWEALTH OF PENNSYLVANIA

ARTICLES OF INCORPORATION

OF

KEYSTONE AUTOMOTIVE OPERATIONS, INC.

In compliance with the requirements of the applicable provisions of 15 Pa. C. S. §1306 relating to the Business Corporation Law, Act of December 21, 1988 (P.L. 1444, No. 177), as amended, the undersigned, desiring to be incorporated as a business corporation does hereby certify that:

1.    Name. The name of the corporation is:

Keystone Automotive Operations, Inc.

2.    Registered Office. The address, including street and number, of the initial registered office in this Commonwealth is: 44 Tunkhannock Avenue, Exeter, Pennsylvania 18643.

3.    Purpose. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:

To have unlimited power to engage in sad to do any lawful act concerning my or all lawful business for which corporations may be incorporated seder she Business Corporation Law of Pennsylvania, and, without limiting the generality of the foregoing, the corporation shall have the express power to sell and distribute automotive parts and products.

4.    Statute. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

5.    Term. The term for which the Corporation is to racist is perpetual.

6.    Capital Stock. The aggregate number of shares which the Corporation shall have authority to issue is One Hundred Thousand (100,000) shares of common stock at par value of one cent ($0.01) per share.

7.    Cumulative Voting Rights. Shareholders of the Corporation shall not have the right to cumulate their votes for the election of Directors of the Corporation.

8.    Incorporator. The name and address of the Incorporator arc as follows:

Name	Address
Sara M. Weisser	Schnader, Harrison, Segal & Lewis LLP Suite 3600 1600 Market Street Philadelphia, PA 19103

9.    Bylaws. The Incorporator shall adopt the Bylaws on behalf of the Corporation. All conditions, qualifications, requirements, privileges and regulations regarding the Board of Directors and the shareholders, including voting rights, shall be fixed and governed by the Bylaws of the Corporation.

IN TESTIMONY WHEREOF, the Incorporator has signed and sealed these Articles of Incorporation this 29th day of January, 1998.

/s/ Sara M. Weisser    
Sara M. Weisser, Incorporator

Approved and filed in the Department of State on the day of , A.D. 1998.

Secretary of the Commonwealth

Microfilm Number	Filed with the Department of State on
Entity Number	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB: 15-1915 (Rev 91)

In compliance with the requirements of 15 PaC.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.    The name of the corporation is: KEYSTONE AUTOMOTIVE OPERATIONS, INC.    

    

2.    The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registrar office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department).

(a) 44 Tunkhannock Avenue, Exeter, PA 18643Luzerne    
Number and Street City State Zip County

(b) c/o Name of Commercial Registered Office Provider County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.    The statute by or under which it was incorporated is: Business Corporation Law of 1988    

4.    The date of incorporation is: 1/29/98    

5.    (Check, and if appropriate complete, one of the following):

  x      The amendment shall be effective upon filling these Articles of Amendment in the Department of State.

    The amendment shall be effective on at .
Date Hour

6.    (Check one of the following):

  x      The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § (a) and (b)

    The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § (c).

7.    (Check, and if appropriate complete, one of the following):

  x      The amendment adopted by the corporation set forth in full, is as follows: See Exhibit “A” attached

    The amendment adopted by the corporation set forth in full in Exhibit A attached hereto and made a part here

8.    (Check if the amendment restates the Articles):

    The restated Articles of Incorporation supersede the original Articles and all amendments thereto

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by an authorized officer thereof this 23 day of February 1999.

KEYSTONE AUTOMOTIVE OPERATIONS, INC.    
(Name of Corporation)

By: /s/ Ronald Elmquist    
Ronald Elmquist (Signature)

Title: President and CEO    

EXHIBIT “A”

The first paragraph of Article Sixth of the Articles of Incorporation is amended to read in its entirety as follows:

“Capital Stock. The aggregate number of shares which the Corporation is authorized to issue is 700,000, consisting of 500,000 shares of common stock $.0 par value per share (“Common Stock”), 175,000 shares of preferred stock, stated value $649.00 per share, which shall be designated as Series A Preferred Stock (the “Series A Preferred Stock”), and 25,000 shares of additional preferred stock which shall be undesignated.”

Paragraph 1.1 of Exhibit A-Designations for Series A Preferred Stock is amended to read in its entirety as follows:

“1.1 Designation and Number of Shares of Series A Preferred Stock. The designation of the series of preferred stock in this Section 1 is Series A Preferred Stock arid the number or shares of such series is 175.000 shares having a stated value per share equal to $649.99 (the “Series A Preferred Stock Stated Value”). The Series A Preferred Stock shall rank senior to all other shares of capital stock of the Corporation.”

Microfilm Number	Filed with the Department of State on
Entity Number 2797279	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB: 15-1915 (Rev 91)

In compliance with the requirements of 15 PaC.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.    The name of the corporation is: KEYSTONE AUTOMOTIVE OPERATIONS, INC.    

    

2.    The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registrar office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department).

(a) 44 Tunkhannock Avenue, Exeter, PA 18643Luzerne    
Number and Street City State Zip County

(b) c/o Name of Commercial Registered Office Provider County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.    The statute by or under which it was incorporated is: Business Corporation Law of 1988    

4.    The date of incorporation is: January 29, 1998    

5.    (Check, and if appropriate complete, one of the following):

  x      The amendment shall be effective upon filling these Articles of Amendment in the Department of State.

    The amendment shall be effective on at .
Date Hour

6.    (Check one of the following):

  x      The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. §1914(a) and (b)

    The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. §1914(c).

7.    (Check, and if appropriate complete, one of the following):

  x      The amendment adopted by the corporation set forth in full, is as follows:

Sixth:    Capital Stock. The total number of shares of which the Corporation is authorized to issue is 325,000, of which 200,000 shares shall be classified as common stock, $.01 per value per share (“Common Stock”), 100,000 shares of preferred stock stated value $649.99 per share, which shall be designated as Series A Preferred Stock (the “Series A Preferred Stock”), and 25,000 shares of additional preferred stock (the “Undesignated Preferred Stock”).

    The amendment adopted by the corporation set forth in full in Exhibit A attached hereto and made a part hereof

8.    (Check if the amendment restates the Articles):

    The restated Articles of Incorporation supersede the original Articles and all amendments thereto

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by an authorized officer thereof this 13th day of July 1998.

KEYSTONE AUTOMOTIVE OPERATIONS, INC.    
(Name of Corporation)

By: /s/ Ronald Elmquist    
(Signature)

Title: President and Chief Executive Officer    

Microfilm Number	Filed with the Department of State on Feb 26 1998
Entity Number 2797279	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB: 15-1915 (Rev 91)

In compliance with the requirements of 15 PaC.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.    The name of the corporation is: KEYSTONE AUTOMOTIVE OPERATIONS, INC.    

    

2.    The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registrar office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department).

(a) 44 Tunkhannock Avenue, Exeter, PA 18643 Luzerne    
Number and Street City State Zip County

(b) c/o Name of Commercial Registered Office Provider County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.    The statute by or under which it was incorporated is: Business Corporation Law of 1988    

4.    The date of incorporation is: January 29, 1998    

5.    (Check, and if appropriate complete, one of the following):

  x      The amendment shall be effective upon filling these Articles of Amendment in the Department of State.

    The amendment shall be effective on at .
Date Hour

6.    (Check one of the following):

  x      The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § (a) and (b)

    The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § (c).

7.    (Check, and if appropriate complete, one of the following):

    The amendment adopted by the corporation set forth in full, is as follows:

  x       The amendment adopted by the corporation set forth in full in Exhibit A attached hereto and made a part hereof

8.    (Check if the amendment restates the Articles):

  x      The restated Articles of Incorporation supersede the original Articles and all amendments thereto

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by an authorized officer thereof this 24th day of February 1998.

KEYSTONE AUTOMOTIVE OPERATIONS, INC.    
(Name of Corporation)

By: /s/ James Chebalo    
(Signature)

Title: James Chebalo, President    

EXHIBIT A

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
KEYSTONE AUTOMOTIVE OPERATIONS, INC.

FIRST:    Name. The name of the Corporation is Keystone Automotive Operations, Inc.

SECOND:    Registered Office. The address of the Corporation’s registered office in this Commonwealth is 44 Tunkhannock Avenue, Exeter. Pennsylvania 18643.

TIDED:    Purpose. The Corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:

To have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law of Pennsylvania and, without limiting the generality of the foregoing, the corporation shall have the express power to sell and distribute automotive parts and products.

FOURTH:    Statute. The Corporation is incorporated under the provisions of the Business Corporation Law of 1988.

FIFTH:    Term. The term for which the Corporation is to exist is perpetual.

SIXTH:    Capital Stock. The total number of shares which the Corporation is authorized to issue is 200,000 of which 100,000 shares shall be classified as common stock, $.01 par value per share (“Common Stock”) and 100.000 shares shall be classified as preferred stock, stated value $649.99 per share (“Preferred Stock”), all of which shall be designated as Series A Preferred Stock.

Common Stock

1.    General Rights. Each share of Common Stock shall have equal and unlimited dividend and liquidation rights and shall have equal rights in all other respects incident to the ownership of common shares of the Corporation. A holder of shares of Common Stock shall have one vote for each such share standing in his, her or its name on the books of the Corporation.

Series A Preferred Stock

See Exhibit A attached hereto.

SEVENTH:    Cumulative Voting Rights. Shareholders of the Corporation shall not have the right to cumulate their votes for the election of Directors of the Corporation.

EIGHTH:    Incorporator. The name and address of the Incorporator are as follows:

Name	Address
Sara M. Weisser	Schnader, Harrison, Segal & Lewis LLP Suite 3600 1600 Market Street Philadelphia, PA 19103

NINTH:    Opt Out Provisions. Subchapters E -Control Transactions, F-Business Combinations, G -Control Share Acquisitions and H-Disgorgement of Certain Controlling Shareholders Following Attempts to Acquire control of Chapter 25 of Title 15 of the Pennsylvania Consolidated Statutes, as existing on February 24,1998 or as may thereafter be amended, shall not apply to the Corporation.

EXHIBIT A

DESIGNATIONS
FOR
SERIES A PREFERRED STOCK

1.    Series A Preferred Stock. The express terms and conditions of the shares classified and designated as Series A Preferred Stock of the Corporation (the “Series A Preferred Stock”) are as follows:

1.1. Designation and Number of Shares of Series A Preferred Stock. The designation of the series of preferred stock in this Section 1.1 is Series A Preferred Stock and the number of shwa of such series is 100,000 shares having a stated value per share equal to $649.99 (the “Series A Preferred Stock Stated Value”). The Series A Preferred Stock shall rank senior to all other shares of capital stock of the Corporation.

1.2. Dividends with Respect to Series A Preferred Stock.

1.2.1. In each year, the holder of each share of Series A Preferred Stock shall be entitled to receive preferential, cumulative dividends in cash, which dividends shall be cumulative and shall accrue from the date upon which the Series A Preferred Stock was issued, in an amount equal to seven percent (7%) of the Series A Preferred Stock Stated Value per share per year, providedhowever, that upon the later to occur of (i) the consummation of any of the following:

(A)    a sale of all or a majority in value of the assets of the Corporation;

(B)    the acquisition of more than fifty percent (50%) of the outstanding shares of Common Stock of the Corporation, by a person or group of persons acting in concert, who are not then shareholders of the Corporation;

(C)    a sale of shares of the common capital stock of the Corporation (or of a successor thereto) in a registered underwritten public offering resulting in gross proceeds to the Corporation (or successors) of at least Forty Million Dollars ($40,000,000) in the aggregate (a “Qualified Public Offering”); or

(D)    a refinancing of the indebtedness of the Corporation for borrowed money after the date these Articles of Incorporation of the Corporation are first amended to authorize the Series A Preferred Stock (the “Effective Date”), in connection with which the Corporation repurchases or redeems any capital sock for value (each of the events listed in subparagraphs (A) through (D) above is referred to herein as a “Liquidity Event”),

or (ii) the earlier of the fourth (4th) anniversary of the Effective Date or the full payment and discharge of any indebtedness, of the Corporation incurred prior to the second (2nd) anniversary of the Effective Date, dividends shall accrue in an amount equal to nine percent (9%) per annum of the Series A Preferred Stock Stated Value. Dividends shall accrue daily whether or not declared and whether or not funds are legally available therefor. If such dividends are not paid within ninety (90) days after the end of each of the Corporation’s fiscal quarter, such dividends shall accrue additional dividends from the last day of such fiscal quarter at the same rate per annum. Dividends (including any amounts payable under Section 1.2.3 hereof) shall be paid only to the extent that (i) there shall be sufficient funds of the Corporation legally available for the payment of such dividends, (ii) the payment of such dividend would not violate any

covenants of the Corporation to any lender to the Corporation or its subsidiaries and (iii) the payment of such dividend would not violate the terms of any management or shareholder agreement to which the Corporation is party.

1.2.2. If, in any dividend period or periods, full dividends (whether past or current) upon the outstanding Series A Preferred Stock at the dividend rate set forth herein shall not have been paid, then, unless and until all dividends accrued and unpaid on the Series A Preferred Stock through the payment date for such dividends are declared and paid on each share of Series A Preferred Stock, no dividends shall be declared or paid or set apart for payment upon any Common Stock or class or series of the Corporation’s capital stock authorized, created or designated after the Effective Date nor shall the Corporation purchase, redeem or otherwise acquire for consideration any such stock. It at any time, the Corporation shall pay less than the total amount of dividends then payable on the then-outstanding Series A Preferred Stock. the aggregate payment to all holders of Series A Preferred Stock shall be distributed among all such holders so that an amount ratably in proportion to the respective dividends due thereon shall be paid with respect to each outstanding share of Series A Preferred Stock.

1.2.3. Holders of the Series A Preferred Stock shall be entitled to receive an amount (the “Dividend Participation Amount”) equal to the amount of any dividends or other distributions (cash, stock or otherwise) declared or paid on or with respect to any class of stock or equity security of the Corporation (other than Series A Preferred Stock) or any series of any such class, when declared or paid. The Dividend Participation Amount shall be paid to the holders of the Series A Preferred Stock pro rata in accordance with the stated value of such series of Preferred Stock.

1.3. Liquidation Preference with Respect to Series A Preferred Stock.

1.3.1. In the event of a Liquidation, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation legally available for distributions to its shareholders after the payment in full of all amounts owing to the Corporation’s creditors, prior and in preference to any distribution of any of the assets of the Corporation to the holders of any (i) Common Stock or (ii) class or series of the Corporation’s capital stock authorized, created or designated after the Effective Date, an amount per share equal to the sum of the Series A Preferred Stock Stated Value plus all accrued and unpaid dividends, if any, to the date of payment (the “Series A Liquidation Preference”) for each share of Series A Preferred Stock held. If upon any Liquidation the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount of the Series A Liquidation Preference, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of assets available for distribution to the Series A Preferred Stock holders.

1.3.2. In the event of any Liquidation, after payment shall have been made to the holders of shares of Series A Preferred Stock of the amounts described in Sections 1.3.1, the holders of the Series A Preferred Stock shall be entitled to receive an amount (the “Liquidation Participation Amount”) equal to the amount of the assets of the Corporation distributed to any class of stock or equity security of the Corporation (other than Series A Preferred Stock) or any series of any such class, when distributed. The Liquidation Participation Amount shall be paid to the holders of the Series A Preferred Stock pro rata in accordance with the relative aggregate stated values of the then outstanding shares of Preferred Stock.

1.3.3. The sale or other disposition (other than by a contribution to or merger with another corporation of which more than eighty percent (80%) of the stock (by vote and value) is owned (directly or indirectly) by the Corporation (or its shareholders)) of all or substantially all the assets of the Corporation shall be deemed to be a “Liquidation”.

1.4. Voting Rights of Series A Preferred Stock. The Series A Preferred Stock shall not have any voting rights except as set forth in this Section 1.4 or as may be provided in the Corporation’s Bylaws or by law.

1.4.1. The holders of a majority of the outstanding shares of Series A Preferred Stock shall have the right at any time to call a special meeting of all of the shareholders of the Corporation in order for the shareholders to vote on a proposal to engage in a business combination transaction with one or more other businesses, whether by purchase, sale of substantially all of the assets, merger, consolidation or otherwise.

1.4.2. At any shareholders meeting called pursuant to Section 1.4.1 above, each share of Series A Preferred Stock shall entitle the holder thereof to one vote on the proposal being voted upon. If the shareholders approve such proposal, the matter shall be submitted to the vote of the Board of Directors of the Corporation.

1.4.3. Unless a greater period of notice is required by law, each holder of Series A Preferred Stock shall be entitled to receive at least ten (10) days prior written notice of any meeting of shareholders.

1.4.4. Without first obtaining the approval (by vote or written consent) of at least seventy-five percent (75%) of the outstanding shares of the Series A Preferred Stock as a separate class, the Corporation shall not,

(i)    in any manner authorize, create or issue (x) any class or series of capital stock which (A) ranks, either as to payment of dividends, distribution of assets or redemption, prior to or on parity with the Series A Preferred Stock or (B) in any manner adversely affects the holders of the Series A Preferred Stock, or (y) any additional shares of capital stock or any class or series of any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having optional rights to purchase, any shares of capital stock having any priority over or parity with or otherwise adversely affecting the holders of the Series A Preferred Stock;

(ii)    in any manner alter or change the designations or the powers, preferences or rights, or the qualifications, limitations or restrictions of the Series A Preferred Stock, including without limitation, by increasing or decreasing the number of shares of the Series A Preferred Stock authorized for issuance hereunder, or by increasing or decreasing the par value or Series A Preferred Stock Stated Value of the shares of the Series A Preferred Stock; or

(iii)    reclassify the shares of any (a) Common Stock or (b) class or series of the Corporation’s capital stock authorized, crested or designated after the Effective Date into shares of any class or series of capital stock (A) ranking, either as to payment of dividends, distribution of assets or redemption, prior to or on a parity with the Series A Preferred Stock or (B) which in any manner adversely affects the holders of the Series A Preferred Stock.

1.5. Redemptions with Respect to Series A Preferred Stock.

1.5.1. At any time and from time to time after the earlier to occur of (i) a Liquidity Event or (ii) the Redemption Allowance Date as defined in Section 1.5,6., at the option of the Corporation and upon the Corporation’s delivery of thirty (30) days prior written notice of redemption, the Corporation may redeem all or any portion of the Series A Preferred Stock then outstanding; provided, however, that any redemption of less than all of the share::: of Series A Preferred Stock shall be divided ratably and equally among the then extant holders of Series A Preferred Stock. For each share of Series A Preferred Stock which is to be redeemed by the

Commotion at any time in a redemption pursuant to this Section 1.5.1, on the last day of any fiscal quarter if, during the quarter then ending, the notice of redemption described above in this Section 1.5.1 shall have been delivered by the Corporation to a holder more than thirty (30) days prior to such last day of the fiscal quarter or thirty (30) or fewer days prior to the end of the immediately preceding fiscal quarter, the Corporation shall be obligated to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such share duly endorsed in blank or accompanied by an appropriate form of assignment) an amount for such share equal to Series A Preferred Stock Stated Value plus all accrued and unpaid dividends with respect to such share to the date of payment (the “Series A Preferred Stock Redemption Price”).

1.5.2. At any time and from time to time after the Redemption Allowance Date, at the option of a holder of the Series A Preferred Stock and upon thirty (30) days delivery of written notice of redemption by the holder to the Corporation, such holder may require the Corporation to redeem all or any portion of the Series A Preferred Stock held by such holder. For each share of Series A Preferred Stock which is to be redeemed by the Corporation at any time in a redemption pursuant to this Section 1.5.2 on the last day of any fiscal quarter if, during the quarter then ending, the notice of redemption described above in this Section 1.5.2 shall have been delivered by the holder to the Corporation more than thirty (30) days prior to such last day of the fiscal quarter or thirty (30) or fewer days prior to the end of the immediately preceding fiscal quarter, the Corporation shall be obligated to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such share duly endorsed in blank or accompanied by an appropriate form of assignment) an amount for such share equal to the Series A Preferred Stock Redemption Price.

1.5.3. Notwithstanding anything to the contrary contained in Section 1.5.2., if any holder of any indebtedness for borrowed money of the Corporation has the right, pursuant to the terms and conditions of such indebtedness, to repayment of any such indebtedness in connection with a Liquidity Event or on or before the Redemption Allowance Date, the Corporation shall have repaid in full all such indebtedness so required to be repaid prior to making any redemption payment pursuant to Section 1.5.2. If the funds of the Corporation legally available for redemption pursuant to Section 1.5.2. are insufficient to redeem the number of shares which the Corporation is required to redeem pursuant to Section 1.5.2. those funds which are available will be used to redeem the maximum possible number of shares (or fraction thereof) and such funds shall be distributed ratably among each of the holders of the Series A Preferred Stock in proportion to the amount that would have been distributed to each such holder if the funds of the Corporation would have been sufficient to permit payment of the full amount required to be paid in respect of such redemption. At any time, and from time to time thereafter, until all shares of Series A Preferred Stock which the Corporation shall be obligated to redeem arc so redeemed, when additional funds of the Corporation are legally available for the redemption of any of the shares of Series A Preferred Stock (including fractional shares), such funds shall be used immediately to redeem shares (or fractions thereof) which the Corporation has become obligated to redeem but which it has not redeemed, such amount to be applied pro ratably among each of the holders of shares of Series A Preferred Stock which the Corporation is then obligated to redeem in proportion to the number of shares of Series A Preferred Stock which are held by them and which the Corporation shall then be obligated to redeem.

1.5.4. Notwithstanding the fact that a written notice of Redemption is given, alt rights of the redeeming balder with respect to shares of Series A Preferred Stock which are the subject of such written notice of redemption shall continue as if the written notice of redemption had not been given until the Series A Preferred Stock Redemption Price therefor is paid (such payment being a continuing obligation of the Corporation).

1.5.5. Upon payment of the Series A Preferred Stock Redemption Price by the Corporation with respect to shares of Series A Preferred Stock being redeemed pursuant to this Section 6.5, such shares of Series A Preferred Stock shall no longer be deemed to be outstanding, shall be canceled and shall not be subject to reissuance by the Corporation.

1.5.6. For purposes of this Section 1.5, the Redemption Allowance Date shall mean the date which is ten (10) years after the anniversary of the Effective Date; provided that, a majority of the holders of the Series A Preferred Stock shall be entitled to amend this Section 1.5.6. to provide for a later Redemption Allowance Date.

1.6. Conversion Rights. Upon the occurrence of the closing of a Qualified Public Offering, providedthat prior to such closing: (a) at least forty-five (45) days prior to the date which the Board of Directors estimates in good faith to be the likely effective date of the registration of a Qualified Public Offering (the “Anticipated Effective Date”), the Board of Directors shall have provided to all of the holders of Series A Preferred Stock notice of an anticipated Qualified Public Offering, which notice shall include the Anticipated Effective Date and the anticipated offering price per share of Common Stock at which the Common Stock will be first offered to the public in the Qualified Public Offering and (b) at least thirty (30) days prior to the Anticipated Effective Date, the holders of the Series A Preferred Stock, together representing at least a majority of the aggregate outstanding shares of Series A Preferred Stock shall have elected to convert all of the issued and outstanding shares of Series A Preferred Stock into shares of Common Stock (all of which shall be referred to collectively as an “Event of Conversion”), then in such event each and every share of Series A Preferred Stock then outstanding, by virtue of, and simultaneously with the occurrence of the Event of Conversion and without any additional action on the part of the holder thereof, be deemed automatically converted into such number of fully paid and nonassessable shares of Common Stock as is equal to the quotient obtained by dividing (x) the Series A Preferred Stock Stated Value by (y) the Conversion Price (as hereinafter defined). The “Conversion Price” shall be the offering price per share at which the Common Stock of the Corporation is first offered to the public in the Qualified Public Offering.

1.6.1. The holder of any shares of Series A Preferred Stock converted into shares of Common Stock pursuant to Section 1.6 shall remain entitled to payment of all accrued but unpaid dividends, if any, payable with respect to such shares of Series A Preferred Stock up to but excluding the date upon which the Qualified Public Offering is closed (the “Conversion Date”).

1.6.2. Conversion shall be deemed to have been effected with respect to conversion under Section 1.6 at 12:01 A.M. on the Conversion Date. Simultaneous with the conversion being effected, the shams of Series A Preferred Stock so converted shall no longer be deemed outstanding, shall no longer be in existence and shall not be subject to reissuance by the Corporation. As promptly as practicable thereafter, the Corporation shall issue and deliver to the record locations of each of the holders (or upon the written order of a holder, at the place designated by such holder), a certificate or certificates for the number of full shares of Common Stock to which each respective holder is entitled and a check or cash in respect of any fractional interest in a share of Common Stock, as provided in Section 1.6.3, payable with respect to the shares of Series A Preferred Stock so converted. The person in whose name the certificate or certificated for Common Stock area to be issued shall be deemed to have become a stockholder of record on the Conversion Date unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open.

1.6.3. No fractional shares of Common Stock shall be issued upon conversion of shares of Series A Preferred Stock. Instead of any fractional shares of Common

Stock which would otherwise be issuable upon conversion of toy shares of Series A Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to the Conversion Price of a share of Series A Preferred Stock multiplied by such fractional interest. Holders of fractional interests shall not be entitled to dividends in respect of such fractional interests and the holders of fractional interests shall not be entitled to any rights as shareholders of the Corporation in respect of such fractional interests.

1.6.4. The Corporation shall pay all documentary, stamp or other transaction taxes attributable to the issuance or delivery of shares of Common Stock upon conversion of any shares of Series A Preferred Stock; provided, however, that the Corporation shell not be required to pay any taxed which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being issued.

1.6.5. The holders of a majority of the outstanding shares of the Series A Preferred Stock shall have the right to amend the Corporation’s Amended and Restated Articles of Incorporation for the sole purpose of authorizing sufficient additional shares of Common Stock to effect the conversions under this Section 16. The additional shares, when so authorized, shall be reserved by the Corporation for the purpose of effecting such conversions and shall be free of preemptive rights.

1.6.6. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable and free from all taxes, liens or charges with respect thereto created or imposed by the Corporation.

Microfilm Number	Filed with the Department of State on APR 28 2000
Entity Number 2797279	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATIONDSCB: 15-1915 (Rev 90)

In compliance with the requirements of 15 PaC.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.    The name of the corporation is: KEYSTONE AUTOMOTIVE OPERATIONS, INC.    

    

2.    The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registrar office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department).

(a) 44 Tunkhannock Avenue, Exeter, PA 18643 Luzerne    
Number and Street City State Zip County

(b) c/o Name of Commercial Registered Office Provider County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.    The statute by or under which it was incorporated is: Business Corporation Law of 1988, as amended    

4.    The date of incorporation is: January 29, 1998    

5.    (Check, and if appropriate complete, one of the following):

  x      The amendment shall be effective upon filling these Articles of Amendment in the Department of State.

    The amendment shall be effective on at .
Date Hour

6.    (Check one of the following):

  x      The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b)

    The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7.    (Check, and if appropriate complete, one of the following):

    The amendment adopted by the corporation set forth in full, is as follows:

  x       The amendment adopted by the corporation set forth in full in Exhibit A attached hereto and made a part hereof

8.    (Check if the amendment restates the Articles):

    The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by an authorized officer thereof this 31st day of March2000.

KEYSTONE AUTOMOTIVE OPERATIONS, INC.    
(Name of Corporation)

By: /s/ Ronald Elmquist    
Ronald Elmquist (Signature)

Title: President and CEO    

EXHIBIT “A”

The first paragraph of Article Sixth of the Articles of Incorporation is amended to read in its entirety as follows:

“Capital Stock”. The aggregate number of shares which the Corporation is authorized to issue shall he 30,000,000 shares, consisting of 29,800,000 shares of common stock, $.01 par value per share (the “Common Stock”), 175,000 shares of preferred stock, stated value $649.00 per share, which shall be designated as Series A Preferred Stock (the “Series A Preferred Stock”), and 25,000 shares of additional preferred stock which shall be undesignated.

Entity #: 2797279
Date Filed: 12/23/2014
Carol Aichele
Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Articles/Certificate of Merger
(15 Pa.C.S.)

	X	Domestic Business Corporation (§ 1926)
		Domestic Nonprofit Corporation (§ 5926)
		Limited Partnership (§ 8547)
Name: PENNCORP SERVICEGROUP, INC. 600 N. SECOND ST. P.O. BOX 1210 HARRISBURG PA 17108-1210			Document will be returned to the name and address you enter to the left.
Fee:    $150 plus $40 additional for each     Party in additional to two

In compliance with the requirements of the applicable provisions (relating to cooperations and unincorporated associations), the undersigned, desiring to incorporate a corporation for profit, hereby states that:

1. The name of the corporation/limited partnership survivi8ng the merger is:
	Keystone Automotive Operations, Inc.
2. Check and complete one of the following:
X The surviving corporation/limited partnership is a domestic business/nonprofit corporation/limited partnership and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street        City        State        Zip        County
(b) Name of Commercial Registered Office Provider                    County
	c/o National Registered Agents, Inc.	Dauphin
_ The surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of ______________ and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street        City        State        Zip        County
(b) Name of Commercial Registered Office Provider                    County
c/o
_ The surviving corporation/limited partnership is a nonqualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of ______________ and the (a) address of its principal office under the laws of such domiciliary jurisdiction is:
Number and Street        City        State        Zip

3. The name and address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business/nonprofit corporation/limited partnership and qualified foreign business/nonprofit corporation/limited partnership which is the party to the plan of merger are as follows
Number    Registered Office Address        Commercial Registered Office Provider    County
See attached.
4. Check, and if appropriate complete, one of the following:
	The plan of merger shall be effective upon filing these Articles/Certificate of Merger is the Department of State.
x	The plan of merger shall be effective on:		12/13/14	at	11:59 PM
			Date		Hour
5. The manner in which the plan of merger was adopted by each domestic corporation/limited partnership is as follows:
Name		Manner of Adoption
Keystone Automotive Operations, Inc.    Adopted by action of the board of directors of the corporation pursuant to:
15 Pz.C.S. 5924(b)
6. Strike out this paragraph if no foreign corporation/limited partnership is a party to the merger> The plan was authorized, adopted or approved, as the case may be, by the foreign business/nonprofit corporation/limited partnership (or each of the foreign business/nonprofit corporations/limited partnerships) part to the plan is accordance with the laws of the jurisdiction in which it is incorporated/organized.
7. Check, and if applicable complete, one of the following:
_X The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.
__ Pursuant to 15 Pa.C.S.§ 1901/§ 8547(b) (relating to emission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative provisions of the Articles of Incorporation/Certificate of Limited Partnership of the surviving corporations/limited partnership as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a party hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation/limited partnership, the address of which is:
Number and Street        City        State        Zip        County

ADDENDUM TO ARTICLES/CERTIFICATE OF MERGER

3.    The name and address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business/nonprofit corporation/limited partnership and qualified foreign business/nonprofit corporation/limited partnership which is a party to the plan of merger are as follows:

Name	Commercial Registered Office Provider	County
Keystone Automotive Holdings, Inc.	Not Qualified
Keystone Automotive Distributors Company, LLC	National Registered Agents, Inc.	Dauphin
Stag Parkway Holding Company	Not Qualified
Stag-Parkway, Inc.	Not Qualified

AGREEMENT OF MERGER
OF
KEYSTONE AUTOMOTIVE OPERATIONS, INC.;
KEYSTONE AUTOMOTIVE HOLDINGS, INC.;
KEYSTONE AUTOMOTIVE DISTRIBUTORS COMPANY, LLC;
STAG PARKWAY HOLDING COMPANY
AND
STAG-PARKWAY, INC.

AGREEMENT OP MERGER, pursuant to the provisions of Pennsylvania Corporate Law, dated this 19th day of December, 2014, among Keystone Automotive Operations, Inc., a Pennsylvania corporation (herein “Surviving Corporation”), Keystone Automotive Holdings, Inc., a Delaware corporation, Keystone Automotive. Distributors Company, LLC, a Delaware limited liability company, Stag Parkway Holding Company, a Delaware corporation, and Stag-Parkway, Inc., a Georgia corporation (each, a “Merging Company” and collectively, the “Merging Companies”).

WITNESSETH that:

WHEREAS, all of the constituent companies desire to merge into a single corporation; and

NOW THEREFORE, the companies, parties to the Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

1.    The Merging Companies shall be merged with and into Surviving Corporation (the “Merger”).

2.    The Certificate of Incorporation of Surviving Corporation, as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

3.    Upon effectiveness of the Merger, all shares or membership interests of the Merging Companies immediately prior to the effectiveness of the Merger shall be converted into no shares of the Surviving Corporation. All the shares of the Surviving Corporation shall not be converted in any manner, but each such share which is issued as of the effective date of the merger shall continue to represent one issued share of the Surviving Corporation,

4.    The Surviving Corporation shall assume the assets and liabilities of the Merging Companies,

5.    The by-laws of the Surviving Corporation as they exist of the effective date of this merger shall be and remain the by-laws of the Surviving Corporation until the same shall be altered, amended and repealed as therein provided.

6.    This merger shall become effective as of December 31, 2014.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors or Managers have caused these presents to be executed by an officer of each party hereto as the respective act, deed, and agreement of each said corporation on this 19th day of December, 2014.

KEYSTONE AUTOMOTIVE OPERATIONS, INC.

By:    /s/ Walter P. Hanley    
Walter P. Hanley, Vice President

By:    /s/ Matthew J. McKay    
Matthew J. McKay, Secretary

KEYSTONE AUTOMOTIVE HOLDINGS, INC.

By:    /s/ Walter P. Hanley    
Walter P. Hanley, Vice President

By:    /s/ Matthew J. McKay    
Matthew J. McKay, Secretary

KEYSTONE AUTOMOTIVE DISTRIBUTORS COMPANY, LLC

By:    /s/ Walter P. Hanley    
Walter P. Hanley, Vice President

By:    /s/ Matthew J. McKay    
Matthew J. McKay, Secretary

STAG PARKWAY HOLDING COMPANY

By:    /s/ Walter P. Hanley    
Walter P. Hanley, Vice President

By:    /s/ Matthew J. McKay    
Matthew J. McKay, Secretary

STAG-PARKWAY, INC.

By:    /s/ Walter P. Hanley    
Walter P. Hanley, Vice President

By:    /s/ Matthew J. McKay    
Matthew J. McKay, Secretary

IN TESTIMONY WHEREOF, the undersigned
corporation/limited partnership has caused these
Articles/Certificate of Merger to be signed by a duly
authorized officer thereof this

19th day of December    ,

2012,

Keystone Automotive Operations, Inc.

Name of Corporation/Limited Partnership

/s/ Walter P. Hanley

Signature

Vice President

Title

Keystone Automotive Operations, Inc.

Name of Corporation/Limited Liability

/s/ Matthew J. McKay

Signature

Secretary

Title

Entity #: 2797279
Date Filed: 03/28/2016
Pedtro A. Cortes
Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Return document by mail to: PENNCORP SERVICESGROUP, INC.
Name 600 NORTH SECOND STREET/P.O. BOX 1210
Address HARRISBURG, PA 17108-1210
City            State        Zip Code
Return document by email to: penncopr@penncorp.net
Read all the instructions prior to completing.
Fee:    $70 plus $40 for each association that is a party to the merger     The minimum amount to be submitted with this filing is $150

    In compliance with the requirements of the applicable provisions of 15 PaC.S. § 335 (relating to Statement of merger), the undersigned, desiring to effect a merger, hereby states that:

A.    For the surviving association:

    1. The name of the surviving association is:     Keystone Automotive Operations, Inc.                

    2. The jurisdiction of formation of the surviving associations: Pennsylvania                    

    3. The type of association of the surviving association is (check only one):

☒	Business Corporation
☐	Nonprofit Corporation
☐	Limited Liability Company
☐	Limited Partnership
☐	Limited Liability (General) Partnership
☐	Limited Liability Limited Partnership
☐	Business Trust
☐	Professional Association
☐	Other

4. The surviving association is a (check only one box), provide address and follow instructions for attachment(s):
☒	Domestic (Pennsylvania) filing entity already in existence on Department of State records If applicable, attach to this Statement any amendment to its public organic record approved as part of the plan of merger.
☐	NEW domestic (Pennsylvania) filing entity (includes limited liability limited partnership) Attach to this Statement the public organic record of the new entity.
☐	Foreign filing association or foreign limited liability partnership already registered with the Department. If applicable, attach to this Statement any amendment to or transfer of its foreign registration approved as part of the plan of merger.
☐	Foreign filing association or foreign limited liability partnership simultaneously seeking registration with the Department of State Attach to this Statement a completed form DSCB: 15-412 (Foreign Registration Statement) with applicable fee and attachments.
	In current registered office address, Complete part (a) OR (b) – not both:
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:	National Registered Agents, Inc.	DAUPHIN
		Name of Commercial Registered Officer Provider	County
☐	NEW domestic (Pennsylvania) limited liability partnership or electing partnership Attach completed DSCB:15-8201 (Statement of Registration) or DSCB: 15-8701A (Statement of Election)
☐	Domestic association that is not a domestic filing association Attach to this Statement tax clearance certificates.
	The address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☐	Foreign association that is not, and will not, be registered with the Department of State Attach to this Statement tax clearance certificates.
	The address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office:
	Number and Street        City        State        Zip

B.    For the merging association(s) that are not surviving the merger:

    1. The name of the merging association is:     The Coast Distribution System, Inc.                

    2. The jurisdiction of formation of the merging association: Delaware                    

    3. The type of association is (check only one):

☒	Business Corporation	☐	Limited Partnership	☐	Business Trust
☐	Nonprofit Corporation	☐	Limited Liability (General Partnership)	☐	Professional Association
☐	Limited Liability Company	☐	Limited Liability Limited Partnership	☐	Other

    4. Check and complete one of the following addresses:

☒	If the merging association is a domestic filing association, domestic limited liability partnership or registered foreign association,the current registration office address as on file with the Department of State. Complete part (a) OR (b) – not both.
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:	CORPORATION SERVICE COMPANY	Dauphin
		Name of Commercial Registered Officer Provider	County
☐	If the merging association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☐	If the merging association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office address:
	Number and Street        City        State        Zip

Use Statement of Merger – Addendum (DSCB:15-335AD)
for additional merging parties that are not surviving the merger.

C.    Effective date of statement of merger (check, and if appropriate complete, one of the following)

☐	This Statement of Merger shall be effective upon filing in the Department of State.
☒	This Statement of Merger shall be effective on:	03/31/2016	at
		Date (MM/DD/YYY		Hour (if any)

D.    Approval of merger by merging association (check all applicable statement(s)):

☒	For domestic entities – The merger was approved in accordance with 15 Pa.C.A. Chapter 3, Subchapter C (relating to merger)
☒	For foreign associations – The merger was approved in accordance with the laws of the jurisdiction of formation.
☐	For domestic associations that are not domestic entities – The merger was approved by the interest holders of the merging association in the manner required by its organic law.

E.    Attachments (see Instructions for required and optional attachments).

IN TESTIMONY WHEREOF, the undersigned merging associations have caused this Statement of Merger to be signed by duly authorized officers thereof this 24thday of March        , 20 16    .

Keystone Automotive Operations, Inc.	The Coast Distribution System, Inc.
Name of the Merging Association	Name of the Merging Association
/s/ Walter P. Hanley	/s/ Walter P. Hanley
Signature	Signature
Vice President	Vice President
Title	Title

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Statement of Merger – Addendum DSCB:15-335AD (7/1/2015)
This form is used to identify additional merging parties and must be submitted with the Statement of Merger form (DSCB:15-335).

B.    For the merging association(s) that are not surviving the merger (continued):

    1. The name of the merging association is:     Coast Taiwan, Inc.                        

    2. The jurisdiction of formation of the merging association: California                    

    3. The type of association is (check only one):

☒	Business Corporation	☐	Limited Partnership	☐	Business Trust
☐	Nonprofit Corporation	☐	Limited Liability (General Partnership)	☐	Professional Association
☐	Limited Liability Company	☐	Limited Liability Limited Partnership	☐	Other

    4. Check and complete one of the following addresses:

☐	If the merging association is a domestic filing association, domestic limited liability partnership or registered foreign association,the current registration office address as on file with the Department of State. Complete part (a) OR (b) – not both.
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:
		Name of Commercial Registered Officer Provider	County
☐	If the merging association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☒	If the merging association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office address:
	500 W. Madison St., #2800, Chicago, IL 60661
	Number and Street        City        State        Zip

IN TESTIMONY WHEREOF, the undersigned merging associations have caused this Statement of Merger to be signed by duly authorized officers thereof this 24thday of March        , 20 16    .

Coast Taiwan, Inc.

Name of the Merging Association

/s/ Walter P. Hanley

Signature

Vice President

Title

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Statement of Merger – Addendum DSCB:15-335AD (7/1/2015)
This form is used to identify additional merging parties and must be submitted with the Statement of Merger form (DSCB:15-335).

B.    For the merging association(s) that are not surviving the merger (continued):

    1. The name of the merging association is:     United Sales and Warehouse of Texas, Inc.            

    2. The jurisdiction of formation of the merging association: Texas                        

    3. The type of association is (check only one):

☒	Business Corporation	☐	Limited Partnership	☐	Business Trust
☐	Nonprofit Corporation	☐	Limited Liability (General Partnership)	☐	Professional Association
☐	Limited Liability Company	☐	Limited Liability Limited Partnership	☐	Other

    4. Check and complete one of the following addresses:

☐	If the merging association is a domestic filing association, domestic limited liability partnership or registered foreign association,the current registration office address as on file with the Department of State. Complete part (a) OR (b) – not both.
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:
		Name of Commercial Registered Officer Provider	County
☐	If the merging association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☒	If the merging association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office address:
	500 W. Madison St., #2800, Chicago, IL 60661
	Number and Street        City        State        Zip

IN TESTIMONY WHEREOF, the undersigned merging associations have caused this Statement of Merger to be signed by duly authorized officers thereof this 24thday of March        , 20 16    .

United Sales and Warehouse of Texas, Inc.

Name of the Merging Association

/s/ Walter P. Hanley

Signature

Vice President

Title

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Statement of Merger – Addendum DSCB:15-335AD (7/1/2015)
This form is used to identify additional merging parties and must be submitted with the Statement of Merger form (DSCB:15-335).

B.    For the merging association(s) that are not surviving the merger (continued):

    1. The name of the merging association is:     Coast Caravans International, Inc.                

    2. The jurisdiction of formation of the merging association: California                    

    3. The type of association is (check only one):

☒	Business Corporation	☐	Limited Partnership	☐	Business Trust
☐	Nonprofit Corporation	☐	Limited Liability (General Partnership)	☐	Professional Association
☐	Limited Liability Company	☐	Limited Liability Limited Partnership	☐	Other

    4. Check and complete one of the following addresses:

☐	If the merging association is a domestic filing association, domestic limited liability partnership or registered foreign association,the current registration office address as on file with the Department of State. Complete part (a) OR (b) – not both.
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:
		Name of Commercial Registered Officer Provider	County
☐	If the merging association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☒	If the merging association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office address:
	500 W. Madison St., #2800, Chicago, IL 60661
	Number and Street        City        State        Zip

IN TESTIMONY WHEREOF, the undersigned merging associations have caused this Statement of Merger to be signed by duly authorized officers thereof this 24thday of March        , 20 16    .

Coast Caravans International, Inc.

Name of the Merging Association

/s/ Walter P. Hanley

Signature

Vice President

Title

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Statement of Merger – Addendum DSCB:15-335AD (7/1/2015)
This form is used to identify additional merging parties and must be submitted with the Statement of Merger form (DSCB:15-335).

B.    For the merging association(s) that are not surviving the merger (continued):

    1. The name of the merging association is:     Mohawk Trailer Supply, Inc.                    

    2. The jurisdiction of formation of the merging association: New York                    

    3. The type of association is (check only one):

☒	Business Corporation	☐	Limited Partnership	☐	Business Trust
☐	Nonprofit Corporation	☐	Limited Liability (General Partnership)	☐	Professional Association
☐	Limited Liability Company	☐	Limited Liability Limited Partnership	☐	Other

    4. Check and complete one of the following addresses:

☐	If the merging association is a domestic filing association, domestic limited liability partnership or registered foreign association,the current registration office address as on file with the Department of State. Complete part (a) OR (b) – not both.
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:
		Name of Commercial Registered Officer Provider	County
☐	If the merging association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☒	If the merging association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office address:
	500 W. Madison St., #2800, Chicago, IL 60661
	Number and Street        City        State        Zip

IN TESTIMONY WHEREOF, the undersigned merging associations have caused this Statement of Merger to be signed by duly authorized officers thereof this 24thday of March        , 20 16    .

Mohawk Trailer Supply, Inc.

Name of the Merging Association

/s/ Walter P. Hanley

Signature

Vice President

Title

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Statement of Merger – Addendum DSCB:15-335AD (7/1/2015)
This form is used to identify additional merging parties and must be submitted with the Statement of Merger form (DSCB:15-335).

B.    For the merging association(s) that are not surviving the merger (continued):

    1. The name of the merging association is:     C/P Products Corp.                        

    2. The jurisdiction of formation of the merging association: Indiana                    

    3. The type of association is (check only one):

☒	Business Corporation	☐	Limited Partnership	☐	Business Trust
☐	Nonprofit Corporation	☐	Limited Liability (General Partnership)	☐	Professional Association
☐	Limited Liability Company	☐	Limited Liability Limited Partnership	☐	Other

    4. Check and complete one of the following addresses:

☒	If the merging association is a domestic filing association, domestic limited liability partnership or registered foreign association,the current registration office address as on file with the Department of State. Complete part (a) OR (b) – not both.
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:	Ct Corporation System	PHILADELPHIA
		Name of Commercial Registered Officer Provider	County
☐	If the merging association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☐	If the merging association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office address:
	Number and Street        City        State        Zip

IN TESTIMONY WHEREOF, the undersigned merging associations have caused this Statement of Merger to be signed by duly authorized officers thereof this 24thday of March        , 20 16    .

C/P Products Corp.

Name of the Merging Association

/s/ Walter P. Hanley

Signature

Vice President

Title

Entity #: 2797279
Date Filed: 12/20/2021
Pennsylvania Department of State

PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATION

Return document by mail to:             PENNCORP
Name             SERVICEGROUP
Address             COUNTER PICKUP
City            State        Zip Code
Return document by email to: penncopr@penncorp.net
Read all the instructions prior to completing.
Fee:    $70 plus $40 for each association that is a party to the merger     The minimum amount to be submitted with this filing is $150

    In compliance with the requirements of the applicable provisions of 15 PaC.S. § 335 (relating to Statement of merger), the undersigned, desiring to effect a merger, hereby states that:

A.    For the surviving association:

    1. The name of the surviving association is:     Keystone Automotive Operations, Inc.                

    2. The jurisdiction of formation of the surviving associations: Pennsylvania                    

    3. The type of association of the surviving association is (check only one):

☒	Business Corporation
☐	Nonprofit Corporation
☐	Limited Liability Company
☐	Limited Partnership
☐	Limited Liability (General) Partnership
☐	Limited Liability Limited Partnership
☐	Business Trust
☐	Professional Association
☐	Other

4. The surviving association is a (check only one box, provide address and follow instructions for attachment(s):
☒	Domestic (Pennsylvania) filing entity already in existence on Department of State records If applicable, attach to this Statement any amendment to its public organic record approved as part of the plan of merger.
☐	NEW domestic (Pennsylvania) filing entity (includes limited liability limited partnership) Attach to this Statement the public organic record of the new entity.
☐	Foreign filing association or foreign limited liability partnership already registered with the Department. If applicable, attach to this Statement any amendment to or transfer of its foreign registration approved as part of the plan of merger.
☐	Foreign filing association or foreign limited liability partnership simultaneously seeking registration with the Department of State Attach to this Statement a completed form DSCB: 15-412 (Foreign Registration Statement) with applicable fee and attachments.
	In current registered office address, Complete part (a) OR (b) – not both:
	(a)
	Number and street            City        State        Zip        County
	(b) c/o:	Corporate Creations Network Inc. – Erie County
		Name of Commercial Registered Officer Provider	County
☐	NEW domestic (Pennsylvania) limited liability partnership or electing partnership Attach completed DSCB:15-8201 (Statement of Registration) or DSCB: 15-8701A (Statement of Election)
☐	Domestic association that is not a domestic filing association Attach to this Statement tax clearance certificates.
	The address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☐	Foreign association that is not, and will not, be registered with the Department of State Attach to this Statement tax clearance certificates.
	The address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office:
	Number and Street        City        State        Zip

B.    For the merging association(s) that are not surviving the merger:

    1. The name of the merging association is:     Seawide Marine Distribution, Inc.                

    2. The jurisdiction of formation of the merging association: California                    

    3. The type of association is (check only one):

☒	Business Corporation	☐	Limited Partnership	☐	Business Trust
☐	Nonprofit Corporation	☐	Limited Liability (General Partnership)	☐	Professional Association
☐	Limited Liability Company	☐	Limited Liability Limited Partnership	☐	Other

    4. Check and complete one of the following addresses:

☒	If the merging association is a domestic filing association, domestic limited liability partnership or registered foreign association,the current registration office address as on file with the Department of State. Complete part (a) OR (b) – not both.
	(a)	103 Avenue A Youngwood Commerce Park Youngwood, PA 15697    Westmoreland
	Number and street            City        State        Zip        County
	(b) c/o:
			Name of Commercial Registered Officer Provider	County
☐	If the merging association is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office:
	Number and Street        City        State        Zip        County
☐	If the merging association is a nonregistered foreign association, the address, including street and number, if any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation; or if it is not required to maintain a registered or similar office, its principle office address:
	Number and Street        City        State        Zip

Use Statement of Merger – Addendum (DSCB:15-335AD)
for additional merging parties that are not surviving the merger.

C.    Effective date of statement of merger (check, and if appropriate complete, one of the following)

☒	This Statement of Merger shall be effective upon filing in the Department of State.
☐	This Statement of Merger shall be effective on:		at
		Date (MM/DD/YYY		Hour (if any)

D.    Approval of merger by merging association (check all applicable statement(s)):

☒	For domestic entities – The merger was approved in accordance with 15 Pa.C.A. Chapter 3, Subchapter C (relating to merger)
☒	For foreign associations – The merger was approved in accordance with the laws of the jurisdiction of formation.
☐	For domestic associations that are not domestic entities – The merger was approved by the interest holders of the merging association in the manner required by its organic law.

E.    Attachments (see Instructions for required and optional attachments).

IN TESTIMONY WHEREOF, the undersigned merging associations have caused this Statement of Merger to be signed by duly authorized officers thereof this 17thday of December        , 20 21    .

Keystone Automotive Operations, Inc.	Seawide Marine Distribution, Inc.
Name of the Merging Association	Name of the Merging Association
/s/ Matthew McKay	/s/ Matthew McKay
Signature	Signature
Secretary	Secretary
Title	Title

PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU

Articles/Certificate of Merger
(15 Pa.C.S.)

Entity Number	X	Domestic Business Corporation (§ 1926)
2797271		Domestic Nonprofit Corporation (§ 5926)
		Limited Partnership (§ 8547)
Pepper Hamilton LLP 200 One Keystone Plaza North Front and Market Streets P.O. Box 1181 Harrisburg, PA 47106-1161			Document will be returned to the name and address you enter to the left.
			Filed in the Department of State on Oct 30 2003 ___________________________ Secretary of the Commonwealth
Fee:    $108 plus $28 additional for each     Party in additional to two

In compliance with the requirements of the applicable provisions (relating to articles of merger or consolidation), the undersigned, desiring to effect a merger, hereby states that:

1. The name of the corporation/limited partnership surviving the merger is:
	Keystone Automotive Operations, Inc.
2. Check and complete one of the following:
X The surviving corporation/limited partnership is a domestic business/nonprofit corporation/limited partnership and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street        City        State        Zip        County
	44 Tunkhannock Avenue     Exeter        PA        18643        Luzerne
(b) Name of Commercial Registered Office Provider                    County
The surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of ______________ and the (a) address of its current registered office in this Commonwealth or the name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street        City        State        Zip        County
(b) Name of Commercial Registered Office Provider                    County
The surviving corporation/limited partnership is a nonqualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of ______________ and the address of its principal office under the laws of such domiciliary jurisdiction is:
Number and Street        City        State        Zip
3. The name and address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business/nonprofit corporation/limited partnershipand qualified foreign business/nonprofit corporation/limited partnership which is the party to the merger are as follows
Name        Registered Office Address        Commercial Registered Office Provider        County
Keystone Merger Sub, Inc. c/o Corporation Service Company                    Dauphin

4. Check, and if appropriate complete, one of the following:
X	The plan of merger shall be effective upon filing these Articles/Certificate of Merger in the Department of State.
	The plan of merger shall be effective on:			at
			Date		Hour
5. The manner in which the plan of merger was adopted by each domestic corporation/limited partnership is as follows:
Name		Manner of Adoption
Keystone Automotive Operations, Inc.		By approval of both the Shareholders and the Board of Director pursuant to Section 1924(a) of the PA Business Corporation Law.
Keystone Merger Sub Inc.		By approval of both the Sole Shareholder and the Board of Directors pursuant to Section 1924(a) of the PA Business Corporation Law.
6. Strike out this paragraph if no foreign corporation/limited partnership is a party to the merger. The plan was authorized, adopted or approved, as the case may be, by the foreign business/nonprofit corporation/limited partnership (or each of the foreign business/nonprofit corporations/limited partnerships) part to the plan is accordance with the laws of the jurisdiction in which it is incorporated/organized.
7. Check, and if applicable complete, one of the following:
_ The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.
_x Pursuant to 15 Pa.C.S.§ 1901/§ 8547(b) (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative provisions of the Articles of Incorporation/Certificate of Limited Partnership of the surviving corporations/limited partnership as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a party hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation/limited partnership, the address of which is:
44 Tunkhannock Avenue     Exeter        PA        18643        Luzerne
Number and Street        City        State        Zip        County

IN TESTIMONY WHEREOF, the undersigned
corporation/limited partnership has caused these
Articles/Certificate of Merger to be signed by a duly
authorized officer thereof this

30th day of October     ,

2003

Keystone Automotive Operations, Inc.

Name of Corporation/Limited Partnership

/s/

Signature

CEO

Title

Keystone Merger Sub, Inc.

Name of Corporation/Limited Liability

/s/

Signature

President

Title

Exhibit A

Attached hereto are the Articles of Incorporation of Keystone Merger Sub, Inc., which, except for the name of the surviving corporation (which shall remain Keystone Automotive Operations, Inc.) shall be the Articles of Incorporation of Keystone Automotive Operations, Inc. immediately after the effective time of the merger as set forth in the Agreement and Plan of Merger.

PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU

Articles of Incorporation-For Profit
(15 Pa.C.S.)

Entity Number	☒	Business-stock (§1306)	☐	Management (§2703)
3165792	☐	Business-nonstock (§2302)	☐	Professional (§2903)
	☐	Business-statutory close (§2303)	☐	Other (§3101)
		Cooperative (§7102)
Name
Address
City		State		Zip Code

	Filed in the Department of State on Aug 29 2003 ___________________________ Secretary of the Commonwealth
Fee:    $100

In compliance with the requirements of the applicable provisions (relating to corporations and unincorporated associations), the undersigned, desiring to incorporate a corporation for profit, hereby states that:

1. The name of the corporation (corporate designator required, i.e., “corporation”, incorporated”, “limited” “company” or any abbreviation, “Professional corporation” or “P.C.”):

Keystone Merger Sub, Inc.                                                

2. The (a) address of this corporation’s current registered office in this Commonwealth (post office box, alone, is not acceptable) or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and Street    City    State     Zip    County

(b) Name of Commercial Registered Office Provider        County

c/o Corporation Service Company            Dauphin    

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized:
1,000 shares of Common Stock, par value $0.01

5. The name and address, including number and street, if any, of each incorporator (all incorporators must sign below).

Name        Address
Henry Reese c/o Kirkland & Ellis    187 E. 83rd Street, New York, NY 10022
                

6. The specified effective date, if any         month/day/year hour, if any

7. Additional provisions of the articles, if any, attached on 8½ by 11 sheet.

8. Statutory close corporation only: Neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a “public offering” within the meaning of the Securities Act of 1933 (15 U.S.C. The et. Seq.)

9. Cooperative incorporations only: Complete and strike any inapplicable term:

The common bond of membership among its members/stockholders is:

IN TESTIMONY WHEREOF, the incorporator(s)
has/have signed these Articles of Incorporation this
28th day of August 2003.

/s/ Henry Reese    
SignatureSignature

Microfilm Number	Filed with the Department of State on Mar 06 1998
Entity Number 2797279	Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa.C.S. §1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: Keystone Automotive Operations, Inc.

2. (Check and complete one of the following):
x The surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)     44 Tunkhannock Avenue     Exeter    PA    18643    Luzerne    
    Number and Street    City    State    Zip    County

(b)        Name of Commercial Registered Office Provider        County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

__ The surviving corporation is a qualified foreign business corporation incorporated under the laws of _______ and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)         Number and Street    City    State    Zip    County

(b)    c/o    Name of Commercial Registered Office Provider        County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

__ The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of _______ and the address of its principal office under the laws of such domiciliary jurisdiction is:

    Number and Street    City    State    Zip    County

3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows:

Name of Corporation    Address of Registered Office or Name of Commercial Registered Office Provider    County
A & A Auto Stores, Inc., Biruey Avenue, Route 11, Moosic, PA    Luzerne
Key Comp. Inc., 44 Tunkhannock Avenue, Exeter, PA 18643    Lackawanna

4. (Check, and if appropriate complete, one of the following):

 X  The plan of merger shall be effective upon filing these Articles of Merger in the Department of State.

__ The plan of merger shall be effective on __________________________ at ________________________
Date Hour

5. The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Name of corporation    Manner of adoption
Keystone Automotive Operations, Inc. – Approved by unanimous written consent of directors and shareholders pursuant to 15 Pa. C.S. Sections 1922, 1727(b), 1924 and 1766(a).    
A & A Auto Stores, Inc. – same as above.    
Key Comp. Inc. – same as above.    

6. STRIKE OUT.

7. (Check, and if appropriate complete, one of the following):

 X  The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

__ Pursuant to 15 Pa. C.S. §1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof.
The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is:

    Number and Street    City    State    Zip    County

IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 5th day of March, 1998.

KEYSTONE AUTOMOTIVE OPERATIONS, INC.    
    (Name of Corporation)

BY: /s/ James Chebalo    
    (Signature)

TITLE: President    

A&A AUTO STORES, INC.    
    (Name of Corporation)

BY: /s/ Joe Amato    
    (Signature)

TITLE: Chief Executive Officer    

KEY COMP, INC.    
    (Name of Corporation)

BY: /s/ Leonard Ross    
    (Signature)

TITLE: Chief Executive Officer    

PLAN AND AGREEMENT OF MERGER
OF
A & A AUTO STORES, INC.
AND
KEY COMP. INC.
WITH AND INTO
KEYSTONE AUTOMOTIVE OPERATIONS, INC.

A & A AUTO STORES, INC., a Pennsylvania business corporation, KEY COMP, INC., a Pennsylvania corporation, and KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania business corporation, agree to the following Plan of Merger:

1.    Each of A & A Auto Stores, Inc. and Key Comp, Inc. shall, pursuant to the provisions of Sections 1921 through 1931 of the Pennsylvania Business Corporation Law of 1988 (the “Business Corporation LA”), be merged with and into Keystone Automotive Operations, Inc. which shall be the surviving corporation and shall retain the name “Keystone Automotive Operations, Inc.” upon the effective date and time of such merger (the “Effective Time of Meter”) pursuant to the provisions of the Rosiness Corporation Law.

2.    The separate existence of A & A Auto Stores, Inc. and Key Comp, Inc. shall ceaseupon the Effective Time of Merger in accordance with the provisions of the Business Corporation Law.

3.    The Articles of Incorporation of Keystone Automotive Operations, Inc. as in effect immediately before the eve Time of Merger shall be the Articles of Incorporation of the surviving corporation, and said Articles of Incorporation shall continue in full force and effect except as may be amended in the rammer prescribed by the provisions of the Business Corporation Law.

4.    Upon the Effective Time of Merger: (i) each share of capital stock of A & A Auto Stores, Inc. issued and outstanding immediately before the Effective Time of Merger shall be converted into the right to receive (A) .389 shares of common stock, par value $.01 per share, and .232 shares of Series A preferred stock, stated value $649.99 per share, of the surviving corporation Ind (B) piquant of $6,032.225 evidenced by an interest-free demand promissory note of the surviving corporation; (ii) each share of capital stock of Key Comp, Inc. issued and outstanding immediately before the Effective Time of Merger shall become and be convened into the right to receive (C) .27 shares of common stock, par value $.01 per share, and .16 shares of Series A preferred stock, stated value $649.99 per share, of the surviving corporation and (D) payment of $4,165.90 evidenced by an interest-free demand promissory note of the surviving corporation; (iii) each share of common stock of Keystone Automotive Operations, Inc. issued and outstanding immediately before the Effective Time of Merger shall be and continue represent one share of common stock, par value $.01 per share, of the surviving corporation; and (iv) eachshare of Series A Preferred Stock of Keystone Automotive Operations, Inc. issued and outstanding immediately before the Effective Time of Merger shall be and continue to represent one share of Series A preferred stock, stated value $649.99 share, of the surviving corporation.

5.    The bylaws of Keystone Automotive Operations, Inc. as in effect immediately before the Effective Time of Merger will be the bylaws of the surviving corporation, and will continue in full force and effect except as may be changed, altered, or amended in the manner provided therein and in the Business Corporation Law.

6.    The directors and officers in office of Keystone Automotive Operations, Inc. immediately before the Effective Time of Merger shall be and remain the directors and officers, respectively, of the surviving corporation until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation,

7.    This Plan of Merger is expressly conditioned upon its adoption by the unanimous written consent stockholders of each of A & A Auto Stores, Inc., Key Comp, Inc. and Keystone Automotive Operations, Inc. After the stockholders of any of the parties hereto have adopted this Plan of Merger as aforesaid, no amendment to this Plan of Merger shall be made without the unanimous written approval of such stockholders. The Board of Directors of each corporation party hereto, may, at any time prior to the filing of the Articles of Merger with the Pennsylvania Department of State, terminate this Plan of Merger with the unanimous approval of its stockholders, notwithstanding adoption of this Plan of Merger by the other corporations which arc parties hereto.

8.    As of the Effective Time of Merger, the surviving corporation shall possess all of the rights, privileges, powers and franchises, and all of the assets and properties, real, personal and mixed, of all of the corporations parties hereto; and all debts due to such corporations on whatever account shall be vested in the surviving corporation; all by operation of law and without any further act. Upon the Effective Time of Merger, the surviving corporation shall be responsible for die liabilities and obligations of all of the corporations parties hereto.

9.    From and after adoption of this Plan on behalf of the corporations parties hereto, each corporation party hereto will cause to be executed and filed any and all regulatory and other filings or documents required to be executed or filed by it to effect the merger contemplated under this Plan.

The parties hereto further agree that this instrument may be executed in any number of counterpart copies, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Executed as of     March 5    , 1998.

A & A AUTO STORES, INC.
By:	/s/ Joseph Amato
	Joseph Amato, Chief Executive Officer
KEY COMP, INC.
	/s/ Leonard Ross
BY:	Leonard Ross, Chief Executive Officer
KEYSTONE AUTOMOTIVE OPERATIONS, INC.
BY:	/s/ James Chebalo
	James Chebalo, President

SMRH:4868-4167-9740.1 -57-

EX-3.24

Exhibit 3.24

BYLAWS

OF

KEYSTONE AUTOMOTIVE

OPERATIONS, INC.

INCORPORATED UNDER THE LAWS

OF THE

COMMONWEALTH OF PENNSYLVANIA

ON

January 30, 1998

LAW OFFICES

OF

SCHNADER, HARRISON, SEGAL & LEWIS
MARKET STREET, SUITE 3600
PHILADELPHIA, PENNSYLVANIA 19103

TABLE OF CONTENTS

Page

ARTICLE I OFFICES	4
Section 1-01.Registered Office	4
Section 1-02.Other Offices	4
ARTICLE II SEAL	4
Section 2-01.Corporate Seal	4
ARTICLE III SHAREHOLDERS’ MEETINGS	4
Section 3-01.Place of Meetings	4
Section 3-02.Annual Meeting	4
Section 3-03.Special Meetings	4
Section 3-04.Notice of Meetings	5
Section 3-05.Exception to Notice	5
Section 3-06.Waiver of Notice	5
Section 3-07.Quorum	6
Section 3-08.Shareholders Entitled to Vote	6
Section 3-09.Shareholders May Vote in Person or by Proxy	6
Section 3-10.Elections of Directors; Cumulative Voting	7
Section 3-11.Voting	7
Section 3-12.Voting Expenses	7
Section 3-13.Voting Lists	7
Section 3-14.Judges of Election	7
Section 3-15.Adjournments; Notice of Adjournments	8
Section 3-16.Informal Action by Shareholders.	8
ARTICLE IV DIRECTORS	8
Section 4-01.Number and Term of Office	8
Section 4-02.Vacancies	8
Section 4-03.Resignation	9
Section 4-04.Place of Meetings	9
Section 4-05.First Meeting	9
Section 4-06.Regular Meetings	9
Section 4-07.Special Meetings	9
Section 4-08.Notice of Meetings	9
Section 4-09.Exception to Notice	10
Section 4-10.Waiver of Notice	10
Section 4-11.Quorum	10
Section 4-12.Voting Rights of Directors	10
Section 4-13.Adjournment	10
Section 4-14.Informal Action	11
Section 4-15.General Powers	11

Section 4-16.Executive Committee and Other Committees	11
Section 4-17.Compensation of Directors	11
Section 4-18.Removal of Directors.	11
Section 4-19.Liability of Directors	12
ARTICLE V OFFICERS, AGENTS AND EMPLOYEES	12
Section 5-01.Officers	12
Section 5-02.Agents or Employees	12
Section 5-03.Salaries	13
Section 5-04.Removal of Officers, Agents or Employees	13
Section 5-05.Chairman of the Board and President; Powers and Duties.	13
Section 5-06.Vice President; Powers and Duties	13
Section 5-07.Secretary; Powers and Duties	13
Section 5-08.Treasurer; Powers and Duties	14
Section 5-09.Delegation of Officer’s Duties	14
ARTICLE VI SHARES OF CAPITAL STOCK	14
Section 6-01.Certificates of Shares	14
Section 6-02.Registered Shareholders	14
Section 6-03.Transfer of Shares	15
Section 6-04.Restrictions on Transfer	15
Section 6-05.Replacement of Certificates	15
ARTICLE VII RECORD DATE	15
Section 7-01.Directors May Fix Record Date	15
Section 7-02.Determination When No Record Date Fixed	15
Section 7-03.Certification By Nominee	16
ARTICLE VIII DISTRIBUTIONS AND WORKING CAPITAL	16
Section 8-01.Distributions	16
Section 8-02.Reserve Fund	16
ARTICLE IX MISCELLANEOUS PROVISIONS	16
Section 9-01.Corporate Records	16
Section 9-02.Execution of Written Instruments	16
Section 9-03.Financial Report	17
Section 9-04.Indemnification of Directors and Officers.	17
Section 9-05.Telecommunications	18
Section 9-06.Masculine to Include Feminine and Neuter	18
ARTICLE X AMENDMENT OF BYLAWS	19
Section 10-01.Amendments	19

BYLAWS

of

Keystone Automotive Operations, Inc.

(a Pennsylvania corporation)

ARTICLE I

OFFICES

Section 1-01.    Registered Office. The registered office of the corporation in Pennsylvania shall be at the place designated in the Articles of Incorporation, subject to change upon notice to the Department of State as may be permitted by law.

Section 1-02.    Other Offices. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or as the business of the corporation may require.

ARTICLE II

SEAL

Section 2-01.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Corporate Seal Pennsylvania.” Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE III

SHAREHOLDERS’ MEETINGS

Section 3-01.    Place of Meetings. All meetings of the shareholders shall be held at the registered office of the corporation or at such other place, within or without the Commonwealth of Pennsylvania, as the Board of Directors or shareholders may from time to time determine.

Section 3-02.    Annual Meeting. An annual meeting of the shareholders shall be held in each calendar year at such time and on such date as shall be designated by resolution of the Board of Directors, not later than five (5) months after the end of the corporation’s fiscal year, for the election of directors and the transaction of such other business as may properly be brought before the meeting. If a meeting for the election of directors shall not be called or held within six (6) months after the designated time, any shareholder may call such meeting at any time thereafter.

Section 3-03.    Special Meetings. Special meetings of the shareholders may be called at any time by the President, or a majority of the Board of Directors, or the holder or holders of not less than one-fifth (or such smaller fraction as may be provided by law in particular cases) of all the shares of the corporation outstanding and entitled to vote at the particular meeting. If called by shareholders, such request shall be in writing delivered to the Secretary of the corporation and shall state the general nature of the proposed business to be

transacted at the meeting. It shall be the duty of the Secretary of the corporation to call such meeting to be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.

Section 3-04.    Notice of Meetings. Written notice of every meeting of the shareholders shall be given by or at the direction of the Secretary or other authorized person to each shareholder of record entitled to vote at the meeting, at least five (5) days prior to the date named for the meeting, unless a greater period of notice is required by law in a particular case. Such notice need not be given to shareholders not entitled to vote at the meeting unless such shareholders are entitled by law to such notice in a particular case. Notice shall be deemed to have been properly given to a shareholder when delivered to such shareholder personally, or when sent by first class or express mail, postage prepaid, or by telegram (with messenger service specified) , telex or TWX (with answerback received) or courier service, charges prepaid, or by telecopier, to his address (or to his telex, TWX, telecopier or telephone number) appearing on the books of the corporation. A certificate or affidavit by the Secretary or an Assistant Secretary or a transfer agent shall be prima facie evidence of the giving of any notice required by these Bylaws. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to such person or, in the case of telex, telecopier or TWX, when dispatched. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, shall state the general nature of the business to be transacted if and to the extent required by law.

Section 3-05.    Exception to Notice. Whenever any notice or communication is required to be given to a shareholder and communication with that shareholder is then unlawful, the giving of the notice or communication to that shareholder shall not be required and there shall be no duty to apply for a license or other permission to do so. If the action taken is such as to require the filing of any document with respect thereto, it shall be sufficient, if such is the fact and if notice or communication is required, to state therein that notice or communication was given to all shareholders entitled to receive notice or communication except persons with whom communication was unlawful. This exception shall also be applicable to any shareholder with whom the corporation has been unable to communicate for more than 24 consecutive months because communications to the shareholder are returned unclaimed or the shareholder has otherwise failed to provide the corporation with a current address. Whenever the shareholder provides the corporation with a current address, this exception shall cease to be applicable to the shareholder.

Section 3-06.    Waiver of Notice. Whenever any written notice is required to be given to a shareholder under the provisions of applicable law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to notice either before or after the time stated therein, and whether before or after the meeting, shall be deemed equivalent to the giving of due notice. Except as otherwise required by law, neither the business to be transacted at the meeting, nor the purpose of the meeting, need be specified in the waiver of notice of such meeting. Attendance of any person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting except where a person entitled to notice attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 3-07.    Quorum. The presence, in person (including participation by telephone or similar communication as provided in Section 9-05 hereof) or by proxy, of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall be requisite and shall constitute a quorum for the purpose of considering such matter at any meeting of the shareholders for the election of directors or for the

transaction of other business except as otherwise required by statute or in these Bylaws. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If, however, any meeting of shareholders cannot be organized because a quorum has not attended, the shareholders entitled to vote thereat present in person or by proxy shall have the power to adjourn the meeting to such time and place as they may determine, except that those shareholders entitled to vote who attend a meeting for the election of directors that has previously been adjourned for lack of a quorum, although less than a quorum as fixed by law or in these Bylaws, shall nevertheless constitute a quorum for the purpose of electing directors.

Section 3-08.    Shareholders Entitled to Vote. Unless otherwise provided in or pursuant to the Articles of Incorporation, every shareholder shall be entitled to one vote for every share standing in his name on the books of the corporation. In the event the Board of Directors shall fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of or to vote at any such meeting, such time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting of shareholders. Only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting notwithstanding any transfer of shares on the books of the corporation after such record date. If a record date shall not be fixed by the Board of Directors for a particular shareholders’ meeting, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

Section 3-09.    Shareholders May Vote in Person or by Proxy. Every shareholder entitled to vote may vote either in person or by proxy. Every proxy shall be executed in writing by a shareholder, or by his duly authorized attorney-in-fact and filed with the Secretary of the corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the corporation. No unrevoked proxy shall be valid after three (3) years from the date of its execution, unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the corporation. Where two or more proxies of a shareholder are present, the corporation shall, unless otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.

Section 3-10.    Elections of Directors; Cumulative Voting. Elections for directors need not be by ballot except upon demand made by a shareholder at the election and before the voting begins. Except as otherwise provided in the Articles of Incorporation, in each election of directors shareholders entitled to vote shall not have the right to cumulate their votes. Directors shall be elected by a plurality of the votes cast, in person or by proxy, at a meeting of shareholders by the holders of shares entitled to vote therein.

Section 3-11.    Voting. Except as otherwise required by law or these Bylaws, whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon at a duly organized meeting of shareholders.

Section 3-12.    Voting Expenses. The corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of shareholders by or on behalf of the Board of Directors or its nominees for election to the Board, including solicitation by professional proxy solicitors and otherwise, and may pay the reasonable expenses of a solicitation by or on behalf of other persons.

Section 3-13.    Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting, except that if the corporation has five thousand or more shareholders, in lieu of the making of such list the corporation may make the information therein available by any other means.

Section 3-14.    Judges of Election. In advance of any meeting of shareholders, the Board of Directors may appoint Judges of Election, who may but need not be shareholders, to act at such meeting or any adjournment thereof. If Judges of Election be not so appointed, the Chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of Judges shall be one or three. No person who is a candidate for office to be filled at the meeting shall act as a Judge. In case any person appointed as Judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting, or at the meeting by the person acting as Chairman. The Judges of Election shall do all such acts as may be proper to ascertain the existence of a quorum and the number of votes cast, and to conduct the election or vote with fairness to all shareholders. They shall, if requested by the Chairman of the meeting or any shareholder or his proxy, make a written report of any matter determined by them and execute a certificate of any fact found by them. If there be three Judges of Election the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

Section 3-15.    Adjournments; Notice of Adjournments. Adjournments of any regular or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each as the shareholders present and entitled to vote shall direct, until the directors have been elected. Upon adjournment of an annual or special meeting of shareholders it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken, unless the Board fixes a new record date for the adjourned meeting. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting originally called.

Section 3-16.    Informal Action by Shareholders.

(a)    Unanimous Written Consent. Except as may be otherwise required by statute or in the Articles of Incorporation, notwithstanding anything to the contrary contained in these Bylaws, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if prior or subsequent to the action a consent thereto by all of the shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary of the corporation.

(b)    Partial written Consent. Any action required or permitted to be taken at a meeting of shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of

votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.

ARTICLE IV

DIRECTORS

Section 4-01.    Number and Term of Office. The business and affairs of the corporation shall be managed under the direction of a board consisting of one or more members who shall be natural persons of full age. Initially, the number of directors shall be at least one (1), and thereafter, it shall be such number as shall have been last specified by resolution (if any) of the Board of Directors or shareholders. The number of directors may at any time be increased or decreased (subject to the minimum of one director as stated above) by a resolution duly adopted by the Board of Directors or shareholders, provided, however, that no decrease will have the effect of shortening the term of any incumbent director. Directors need not be residents of Pennsylvania or shareholders in the corporation. At each annual meeting the directors shall be elected by the shareholders to serve for the term of one (1) year and until their respective successors shall have been elected and qualified, or until such director’s earlier death, resignation or removal.

Section 4-02.    Vacancies. Vacancies in the Board of Directors, whether or not caused by an increase in the number of directors, may be filled by a majority vote of the remaining members of the Board though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term.

Section 4-03.    Resignation. Any director may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.

Section 4-04.    Place of Meetings. The meetings of the Board of Directors may be held at such place within or without the Commonwealth of Pennsylvania as a majority of the directors may from time to time by resolution appoint, or as may be designated in the notice or waiver of notice of a particular meeting; in the absence of specification, such meetings shall be held at the registered office of the corporation.

Section 4-05.    First Meeting. The first meeting of each newly elected Board of Directors shall be held immediately after the annual meeting of the shareholders at the place where the shareholders’ meeting was held, for the purpose of organization, the election of officers and the transaction of other business; or such meeting may convene at such other time and place as may be fixed by resolution of the shareholders adopted at the meeting at which the directors were elected, or by the call of any director or incorporator, who shall give at least five (5) days’ written notice thereof to each other director or incorporator, which notice shall set forth the time and place of the meeting. Any incorporator may act in person, by written consent or by proxy signed by him or his attorney-in-fact. If a designated director or an incorporator dies or is for any reason unable to act at the meeting, the other or others may act. If there is no other designated director or incorporator able to act, any person for whom an incorporator was acting as agent may act or appoint another to act in his stead.

Section 4-06.    Regular Meetings. Regular meetings of the Board of Directors may be held at such times as the Board may by resolution determine. If any day fixed for a regular meeting shall be a legal holiday, then the meeting shall be held at the same hour and place on the next succeeding secular day.

Section 4-07.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President, and shall be called upon the written request of any director delivered to the Secretary. Any such request by a director shall state the time and place of the proposed meeting, and upon receipt of such request it shall be the duty of the Secretary to issue the call for such meeting promptly. If the Secretary shall neglect to issue such call, the director making the request may issue the call.

Section 4-08.    Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. If such meeting is to be held at other than the usual time or place, written notice of such meeting shall be given in the manner described herein. Notice of all special meetings shall be given at least five (5) days before the time named for such meeting. Notice of all regular meetings shall be given by mailing the same, or by telegraphing or telephoning the same, or by giving personal notice thereof at least forty-eight (48) hours before the time named for such meeting. Any written notice herein required may be given to a director either personally, or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to his address (or to his telex, TWX or facsimile number) appearing on the books of the corporation or, supplied by such director to the corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to such person or, in the case of telex, TWX or facsimile transmission, when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information required by law.

Section 4-09.    Exception to Notice. Whenever any notice or communication is required to be given to a director under the provisions of applicable law or by the Articles of Incorporation or these Bylaws, or by the terms of any agreement or other instrument, or as a condition precedent to taking any corporate action, and communication with that director is then unlawful, the giving of the notice or communication to that director shall not be required and there shall be no duty to apply for a license or other permission to do so. Any action or meeting that is taken or held without notice or communication to that director shall have the same validity as if the notice or communication had been duly given. If the action taken is such as to require the filing of any document with respect thereto under any provision of law or any agreement or other instrument, it shall be sufficient, if such is the fact and if notice or communication is required, to state therein that notice or communication was given to all directors entitled to receive notice or communication except directors with whom communication was unlawful.

Section 4-10.    Waiver of Notice. Whenever any written notice is required by law or the Articles of Incorporation or these Bylaws to be given to a director, a waiver thereof in writing, signed by the director entitled to notice either before or after the time stated therein, and whether before or after the meeting, shall be deemed equivalent to the giving of due notice. Attendance of any director at any meeting shall constitute a waiver of notice of such meeting except where such director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 4-11.    Quorum. At all meetings of the Board a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present (including participants by telephone or similar communication as provided in Section 9-05 hereof) at a meeting at which a quorum is present shall be the acts of the Board of Directors, except as may otherwise be specifically provided by statute, or by the Articles of Incorporation, or by these Bylaws.

Section 4-12.    Voting Rights of Directors. Every director shall be entitled to one vote. Any requirement of law or of these Bylaws for the presence of or vote or other action by a specified percentage of directors shall be satisfied by the presence of or vote or other action by directors entitled to cast the specified percentage of the votes that all voting directors in office are entitled to cast.

Section 4-13.    Adjournment. Adjournment or adjournments of any regular or special meetings may be taken, and it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken. At any adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting originally called.

Section 4-14.    Informal Action. Notwithstanding anything to the contrary contained in these Bylaws, any action required or permitted to be taken at a meeting of the directors or the members of the executive or other committee may be taken without a meeting, if, prior or subsequent to the action, a consent or consents thereto by all of the directors or the members of the executive or other committee, as the case may be, is filed with the Secretary of the corporation.

Section 4-15.    General Powers. All such powers of the corporation and all such lawful acts and things as are not by statute, or by the Articles of Incorporation or by these Bylaws, directed or required to be exercised or done by the shareholders, shall be exercised by or under the authority of the Board of Directors.

Section 4-16.    Executive Committee and Other Committees. The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the corporation. Any committee, to the extent provided in such resolution, shall have and may exercise all of the powers and authority of the Board of Directors except that a committee shall not have any power or authority prohibited by law. Vacancies in the membership of the committees shall be filled by the Board of Directors at a regular or special meeting of the Board. The executive or other committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting of the Board. Each committee of the Board shall serve at the pleasure of the Board.

Section 4-17.    Compensation of Directors. Directors may receive such reasonable compensation for their services as shall be provided by a resolution adopted by a majority of the whole Board.

Section 4-18.    Removal of Directors.

(a)    Removal by the Board. The Board of Directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one year, or for any other proper cause, or if, within sixty (60) days after notice of his election, such director does not accept the office either in writing or by attending a meeting of the Board.

(b)    Removal by the Shareholders. In the case of a classified Board, the entire Board of Directors, or any class of the Board, or any individual director may be removed from office by vote of the shareholders entitled to vote thereon only for cause. The entire Board may be removed at any time, with or without cause, by the unanimous vote or consent of the shareholders entitled to vote thereon. Any individual director or the entire Board, where the Board is not classified, may be removed from office without assigning any cause by vote of the shareholders entitled to vote thereon. In case the Board or any one or more directors be so

removed, new directors may be elected at the same meeting. If shareholders are entitled to vote cumulatively to elect directors, then, unless the entire Board be removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against the resolution for the removal of such director, which if cumulatively voted at an annual election would be sufficient to elect one or more directors.

(c)    Removal by the Court. Upon application of any shareholder or director, the court may remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with reference to the corporation, or for any other proper cause, and may bar from office any director so removed for a period prescribed by the court. The corporation shall be made a party to the action and as a prerequisite to the maintenance of such an action a shareholder must comply with requirements of Pennsylvania law relating to derivative actions.

(d)    Effect of Reinstatement. An act of the Board done during the period when a director has been suspended or removed for cause shall not be impugned or invalidated if the suspension or removal is thereafter rescinded by the shareholders or by the Board or by the final judgment of a court.

Section 4-19.    Liability of Directors. To the fullest extent permitted by Pennsylvania law, now in effect and as amended from time to time, a director of the corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action.

ARTICLE V

OFFICERS, AGENTS AND EMPLOYEES

Section 5-01.    Officers. The officers of the corporation shall be elected annually by the Board of Directors and shall be a President, a Secretary and a Treasurer, or persons who shall act as such, regardless of the name or title by which they may be designated, elected or appointed. A Chairman of the Board, one or more Vice Presidents, and such other officers and assistant officers also may be elected or appointed at such time, in such manner and for such terms as may be determined by or pursuant to resolutions of the Board of Directors. The President and Secretary shall be natural persons of full age. The Treasurer may be a corporation, but if a natural person shall be of full age. Any number of offices may be held by the same person. In addition to the powers and duties prescribed by these Bylaws, the officers and assistant officers shall have such authority and shall perform such duties in the management of the corporation as may be determined by or pursuant to resolutions of the Board of Directors. The officers and assistant officers of the corporation shall hold office for a term of one year, or as specified in the resolution electing or appointing such officer and until such officer’s successor has been selected and qualified or until such officer’s earlier death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as may be specified in the notice of resignation. The Board of Directors may add to the title of any officer or assistant officer a word or words descriptive of his powers or the general character of his duties. If the office of any officer or assistant officer becomes vacant for any reason, the vacancy shall be filled, in the case of the Chairman of the Board, if any, President, Secretary or Treasurer, by the Board of Directors, or in the case of any other officer or assistant officer, in such manner as may be determined by or pursuant to resolutions of the Board of Directors.

Section 5-02.    Agents or Employees. The Board of Directors may by resolution designate the officer or officers who shall have authority to appoint such agents or employees as

the needs of the corporation may require. In the absence of such designation this function may be performed by the President and may be delegated by him to others in whole or in part.

Section 5-03.    Salaries. The salaries of all officers of the corporation shall be fixed by the Board of Directors or by authority conferred by resolution of the Board. The Board also may fix the salaries or other compensation of assistant officers, agents and employees of the corporation, but in the absence of such action this function shall be performed by the President or by others under his supervision.

Section 5-04.    Removal of Officers, Agents or Employees. Any officer, assistant officer, agent or employee of the corporation may be removed or his authority revoked by resolution of the Board of Directors, or in such manner as may be determined by or pursuant to resolutions of the Board of Directors, with or without cause, but such removal or revocation shall be without prejudice to the contracts rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any employee, other than an officer or agent of the corporation, may be removed by the President or, subject to his supervision, by the person having authority with respect to the appointment of such employee, whenever in such person’s judgment the best interests of the corporation will be served thereby.

Section 5-05.    Chairman of the Board and President; Powers and Duties.

(a)    The Chairman of the Board (if any) shall preside at all meetings of the shareholders and of the Board of Directors. He shall be the senior officer of the corporation and shall have such powers and duties as the Board may prescribe.

(b)    The President shall be the chief executive officer of the corporation. He shall have general charge and supervision of the business of the corporation and shall exercise or perform all the powers and duties usually incident to the office of President. In the absence of the Chairman of the Board, the President shall preside at all meetings of the shareholders and of the Board of Directors. He shall from time to time make such reports of the affairs of the corporation as the Board may require and shall annually present to the annual meeting of the shareholders a report of the business of the corporation for the preceding fiscal year.

(c)    The Chairman of the Board and President shall be, ex officio, members of the executive committee (if any) and of every other committee appointed by the Board.

Section 5-06.    Vice President; Powers and Duties. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President; and if there be more than one Vice President, their seniority in performing such duties and exercising such powers shall be determined by the Board of Directors or, in default of such determination, by the order in which they were first elected. Each Vice President also shall have such powers and perform such duties as may be assigned to him by the Board.

Section 5-07.    Secretary; Powers and Duties. The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes and minutes thereof in books to be kept for that purpose; and shall perform like duties for the executive committee (if any) and of other committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board or by the President. The Secretary shall keep in his custody the corporate seal of the corporation, and may affix the same to any instrument requiring it and attest the same.

Section 5-08.    Treasurer; Powers and Duties. The Treasurer shall be the chief financial officer and shall cause full and accurate accounts of receipts and disbursements to be

kept in books belonging to the corporation. He shall see to the deposit of all moneys and other valuable effects in the name and to the credit of the corporation in such depository or depositories as may be designated by the Board of Directors, subject to disbursement or disposition upon orders signed in such manner as the Board of Directors shall prescribe. He shall render to the President and to the directors, at the regular meetings of the Board or whenever the President or the Board may require it, an account of all his transactions as Treasurer and of the results of operations and financial condition of the corporation. If required by the Board, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of his office, and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, records, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 5-09.    Delegation of Officer’s Duties. Any officer may delegate duties to his duly elected or appointed assistant, if any; and in case of the absence of any officer or assistant officer of the corporation, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate or authorize the delegation of his powers or duties, for the time being, to any person.

ARTICLE VI

SHARES OF CAPITAL STOCK

Section 6-01.    Certificates of Shares. Subject to requirements prescribed by law, the shares of the corporation shall be represented by share certificates in such form as shall be approved by the Board of Directors. Every shareholder shall be entitled to a share certificate representing the shares owned by him. All certificates representing shares shall be registered in the share register as they are issued, and those of the same class or series shall be consecutively numbered. Every share certificate shall be executed by facsimile or otherwise, by a corporate officer or assistant officer on behalf of the corporation. In case any officer, assistant officer, transfer agent or registrar whose signature appears on any share certificate shall have ceased to be such because of death, resignation or otherwise, before the certificate is issued, it may be issued by the corporation with the same effect as if he had not ceased to be such at the date of its issue.

Section 6-02.    Registered Shareholders. The corporation shall be entitled to treat the registered holder of any share or shares as the holder thereof in fact and law and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as otherwise expressly provided by statute.

Section 6-03.    Transfer of Shares. Shares of the corporation shall be transferred only on its books upon the surrender to the corporation or its transfer agent of the share certificate or certificates therefor duly endorsed by the person named therein, or accompanied by proper evidence of succession, assignment or authority to transfer such shares. Subject to Section 6-04 hereof, upon transfer the surrendered certificate or certificates shall be cancelled, a new certificate or certificates shall be issued to the person entitled thereto, and the transaction shall be recorded upon the books of the corporation.

Section 6-04.    Restrictions on Transfer. Transfers of shares may be restricted in any lawful manner by law, or by contract if a copy of the contract is filed with the corporation, provided that notice of the restrictions shall be typed or printed conspicuously on the share certificate.

Section 6-05.    Replacement of Certificates. The Board of Directors may direct a new share certificate to be issued in place of any share certificate theretofore issued by the corporation and claimed to have been lost, destroyed or mutilated, upon the claimant’s furnishing an affidavit of the facts and, if required by the Board of Directors, a bond of indemnity in such amount or in open penalty and in such form, with such surety thereon, as the Board may approve for the protection of the corporation and its officers and agents.

ARTICLE VII

RECORD DATE

Section 7-01.    Directors May Fix Record Date. The Board of Directors may fix a time prior to the date of any meeting of the shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, which time, except in the case of an adjourned meeting, shall be not more than ninety (90) days prior to the date of the meeting of shareholders. Only the shareholders who are shareholders of record and entitled to vote on the date so fixed shall be entitled to notice of and to vote at such meeting notwithstanding any transfer of shares on the books of the corporation after the record date so fixed. The Board of Directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

Section 7-02.    Determination When No Record Date Fixed. If a record date is not fixed by the Board of Directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. The record date for determining shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the Board of Directors is not necessary, shall be the day on which the first written consent or dissent is filed with the Secretary of the corporation. The record date for determining shareholders for any other purpose shall be at the close of business on the date on which the Board of Directors adopts the resolution relating thereto.

Section 7-03.    Certification By Nominee. The Board of Directors may adopt a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The resolution of the Board may set forth: (i) the classification of shareholder who may certify; (ii) the purpose or purposes for which the certification may be made; (iii) the form of certification and information to be contained therein; (iv) if the certification is with respect to a record date, the time after the record date within which the certification must be received by the corporation; and (v) such other provisions with respect to the procedure as are deemed necessary or desirable. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

ARTICLE VIII

DISTRIBUTIONS AND WORKING CAPITAL

Section 8-01.    Distributions. Subject to the limitations prescribed by law and the provisions of the Articles of Incorporation relating thereto, if any, the Board of Directors, at any regular or special meeting, may authorize and the corporation may make distributions out of

assets legally available for such distributions to such extent as the Board may deem advisable. Distributions may be paid in cash, in property, or in shares of the corporation.

Section 8-02.    Reserve Fund. Before the making of any distributions there may be set aside out of surplus or out of the net profits of the corporation such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve fund to meet contingencies, or for such other purpose as the Board shall think conducive to the interests of the corporation, and the Board may vary or abolish any such reserve fund in its absolute discretion.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9-01.    Corporate Records. The corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, shareholders and directors and a share register giving the names of the shareholders and showing their respective addresses and the number and classes of shares held by each. The share register shall be kept at either the registered office of the corporation in the Commonwealth of Pennsylvania or at its principal place of business wherever situated or at the office of its registrar or transfer agent. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time.

Section 9-02.    Execution of Written Instruments. Any form of execution provided in the Articles of Incorporation or in these Bylaws notwithstanding, any note, mortgage, evidence of indebtedness, contract or other document or any assignment or endorsement thereof, executed and entered into between the corporation and any other person, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the President or a Vice President and attested by the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer, shall be held to have been properly executed for and in behalf of the corporation. All checks, notes, drafts and orders for the payment of money shall be signed by such one or more officers or agents as the Board of Directors may from time to time designate. The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the corporation of any instrument or other document.

Section 9-03.    Financial Report. Unless otherwise agreed between the corporation and a shareholder, the corporation shall furnish to its shareholders annual financial statements as required by law, including at least a balance sheet as of the end of each fiscal year and a statement of income and expenses for the fiscal year. The financial statements shall be mailed by the corporation to each of its shareholders entitled thereto within 120 days after the close of each fiscal year and, after the mailing and upon written request, shall be mailed by the corporation to any shareholder or beneficial owner entitled thereto to whom a copy of the most recent annual financial statements has not been previously mailed. An agreement restricting the rights of a shareholder to receive such financial statements shall be set forth in a writing that is separate from the Articles of Incorporation, these Bylaws, or a share certificate. The agreement may provide that it is binding on the shareholder and all persons who are shareholders in the corporation solely by reason of acquiring shares directly or indirectly from the shareholder in one or more transactions that, if the corporation were a statutory close corporation, would be excepted by statute.

Section 9-04.    Indemnification of Directors and Officers.

(a)    Third Party Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with the action or proceeding if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

(b)    Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with the action or proceeding if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

(c)    Procedure for Effecting Indemnification. Indemnification under Section 9-04(a) or (b) hereof shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

(d)    Advancing Expenses. Expenses incurred by a person who may be indemnified under Section 9-04(a) or (b) hereof shall be paid by the corporation in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the corporation.

(e)    Indemnification of Employees, Agents and Other Representatives. The corporation may, at the discretion and to the extent determined by the Board of Directors of the corporation, (i) indemnify any person who neither is nor was a director or officer of the corporation but who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether brought by or in the right of the corporation), by reason of the fact that the person is or was an employee, agent or other representative of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding and (ii) pay such expenses in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking of the kind described in Section 9-04(d) hereof if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

(f)    Rights to Indemnification. Any amendment or modification of these Bylaws that has the effect of limiting a person’s rights to indemnification with respect to any act or failure to act occurring prior to the date of adoption of such amendment or modification shall not be effective as to that person unless he consents in writing to be bound by the amendment or modification. The indemnification and advancement of expenses provided by or granted pursuant to these Bylaws shall inure to the heirs, executors and administrators of such person.

Section 9-05.    Telecommunications. One or more directors or shareholders may participate in a meeting of the Board, of a committee of the Board, or of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

Section 9-06.    Masculine to Include Feminine and Neuter. Whenever in these Bylaws the words “he”, “his” or “him” are used, they shall be deemed, where appropriate, to mean the comparable feminine or neuter pronoun.

ARTICLE X

AMENDMENT OF BYLAWS

Section 10-01.    Amendments. Except as otherwise provided by law, these Bylaws may be altered, amended, supplemented or repealed by the affirmative vote of a majority of the whole Board of Directors or of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the Board, or of the shareholders, as the case may be, convened after notice which, in the case of a special meeting of shareholders, shall include notice of that purpose; or by unanimous action of all the directors or all of the shareholders entitled to vote thereon without a meeting. Any change in these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.

EX-3.25

Exhibit 3.25

Delaware

The First State    Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIFTH DAY OF MARCH, A.D. 1999, AT 1:30 O`CLOCK P.M.

CERTIFICATE OF REVIVAL, FILED THE SECOND DAY OF SEPTEMBER, A.D. 2005, AT 10:35 O`CLOCK A.M.

CERTIFICATE OF REVIVAL, FILED THE SIXTEENTH DAY OF JULY, A.D. 2009, AT 3:48 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY- FIRST DAY OF JUNE, A.D. 2012, AT 5:33 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY- SIXTH DAY OF AUGUST, A.D. 2014, AT 4:04 O`CLOCK P.M..

                            /s/ Jeffrey W. Bullock

3021278 8100HAuthentication: 204909178

SR# 20224073363    Date: 11-21-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware

The First State    Page 2

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2016, AT 8:31 O`CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC.”.

                            /s/ Jeffrey W. Bullock

3021278 8100HAuthentication: 204909178

SR# 20224073363    Date: 11-21-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION

●    First: The name of this Corporation is Keystone Automotive Operations of Canada,     
Inc.     

●    Second: Its registered office in the State of Delaware is to be located at PHS Corporate Service 1201 Market Street, Ste. 1600     Street, in the City of Wilmingon    
County of New Castle     Zip Code 19801 . The registered agent in charge thereof is PHS Corporate Services, Inc.        
                        

●    Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

●    Fourth: The amount of total authorized capital stock of this corporation is
One Thousand Dollars ($1,000) divided into 100000 shares of     
one cent Dollars ($ .01 ) each.

●    Fifth: The name and mailing address of the incorporator are as follows:

Name    Ann B. Cianflone    

Mailing Address    44 tunkhannock Avenue    

Exeter, PA,         Zip Code 18643

●    I, The Undersigned, for the purpose of forming a corporation under the laws of the
State of Delaware, do make, file and record this Certificate, and do certify that the
facts herein stated are true, and I have accordingly hereunto set my hand this
25th day of     March        , A.D. 19 99    .

BY:	/s/Ann B. Cianflone
	(Incorporator)
NAME:	Ann B. Cianflone
	(Type or Print)

CERTIFICATE
FOR RENEWAL AND REVIVAL OF CHARTER

Keystone Automotive Operations of Canada, Inc., organized under the laws of Delaware, the Certificate of Incorporation of which was filed in the Office of the Secretary of State on the 25th day of March, 1999, the charter of which was voided for non-payment of taxes now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1.    The name of this corporation is Keystone Automotive Operations of Canada, Inc.

2.    Its registered office in the State of Delaware is located at 1313 N. Market Street, Suite 5100, in the City of Wilmington, County of New Castle (19801). The name of its registered agent is PHS Corporate Services, Inc.

3.    This renewal and revival of the charter of the corporation is to be perpetual.

4.    This corporation was duly organized and carried on the business authorized by its charter until the 1st day of March, 2005, at which time its charter became inoperative and void for non-payment of taxes.

5.    This certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF. and in compliance with the provisions of Section 312 of the Delaware General Corporation Law, as amended, providing for the renewal, extension and restoration of charters, the undersigned duly authorized director, there being no duly elected officers, has executed this certificate on this 31st day of March, 2005.

KEYSTONE AUTOMOTIVE OPERATIONS
OF CANADA, INC.

By:    /s/Patrick Judge            

         Name:     Patrick Judge
    Title:     Executive Vice President & Secretary

STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER

The corporation organized under the laws of the State of Delaware, the charter of which was voided for non-payment of taxes and/or for failure to file a complete annual report, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1.    The name of the corporation is                             
Keystone Automotive Operations of Canada, Inc.                    .

2.    Its registered office in the State of Delaware is located at2711 Centerville Rd., Suite 400                            
                 (street), City of Wilmington                
Zip Code 19808     County of New Castle             thename of its registered agent is Corporation Service Company            
                                            .

3.    The date of filing of the original Certificate of Incorporation in Delaware
was March 25, 1999                                .

4.    The date when restoration, renewal, and revival of the charter of this company is to commence is the 28th day of February, 2009    , same being prior to the date of the expiration of the charter. This renewal and revival of the charter of this corporation is to be perpetual.

5.    This corporation was duly organized and carried on the business authorized by its charter until the 1st day of     March        , 2009    , at which time its charter became inoperative and void for non-payment of taxes and/or failure to file a complete annual report and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, providing for the renewal, extension and restoration of charters the last and acting authorized officer hereunto set his/her hand to this certificate this 16th day of July        , 2009.

BY:	/s/ Patrick Judge
	Authorized Officer
NAME:	Patrick Judge
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF CHANGE
OF REGISTERED AGENT AND/OR
REGISTERED OFFICE

The Board of Directors of Keystone Automotive Operations of Canada, Inc., a Delaware Corporation, on this     19th                     day of December    , A.D. 2011, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center                            1209 Orange        Street, in the City of Wilmington    ,
County of     New Castle        Zip Code    19801            .

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY                            .

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 19thday of June    , A.D. 2012.

BY:	/s/ Sally A. Ward
	Authorized Officer
NAME:	Sally A. Ward
	Print or Type
TITLE:	Assistant Secretary

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is                                 
KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC.            .

2.    The Registered Office of the corporation in the State of Delaware is changed to
160 Greentree Drive, Suite 101                                (street), in the City of Dover        , County of Kent         Zip Code 19904    . The name of the Registered Agent at such address upon whom process against this Corporation may be served is National Registered Agents, Inc.                                    .

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

BY:	/s/ Matthew McKay
	Authorized Officer
NAME:	MATTHEW McKAY, SECRETARY
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is                             
KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC.            .

2.    The Registered Office of the corporation in the State of Delaware is changed to 3411 Silverside Road Rodney Building #104                        (street), in the City of Wilmington        ,
County of New Castle         Zip Code 19810    . The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporate Creations Network Inc.                                .

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation,

BY:	/s/ Jessica Morales
	Authorized Officer
NAME:	Jessica Morales, Special Secretary
	Print or Type

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED BYLAWS

OF

KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

Keystone Automotive Operations of Canada, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any

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business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

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Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

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entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

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Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.27

Exhibit 3.27

Delaware

The First State    Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KPGW CANADIAN HOLDCO, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-FIFTH DAY OF JUNE, A.D. 2008, AT 10:38 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, FILED THE NINETEENTH DAY OF SEPTEMBER, A.D. 2008, AT 6:31 O`CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “KAGS CANADIAN HOLDCO, LLC” TO “KPGW CANADIAN HOLDCO, LLC”, FILED THE TWENTY-FOURTH DAY OF SEPTEMBER, A.D. 2008, AT 6:48 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SEVENTH DAY OF APRIL, A.D. 2017, AT 4:52 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “KPGW CANADIAN HOLDCO, LLC”.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

4567433 8100HAuthentication: 205169575

SR# 20224351759    Date: 12-22-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION

OF

KAGS Canadian Holdco. LLC

1.    The name of the limited liability company is KAGS Canadian Holdco, LLC.

2.    The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of KAGS Canadian Holdco. LLC this 25th day of June, 2008.

/s/ Christopher Lacovara    

Christopher Lacovara    

Authorized Person    

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.    Name of Limited Liability Company: KAGS Canadian HoldCo, LLC

2.    The Certificate of Formation of the limited liability company is hereby amended as follows: Strike out the statement relating to the limited liability company’s registered office    

and registered agent and substitute in lieu thereof the following statement:    

“The address of the registered office and the name and the address of the registered agent of the
limited liability company required to be maintained by Section 18-104 of the Delaware Limited
Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, DE 19808.”    

IN WITNESS WHEREOF, the undersigned have executed this Certificate on
the 19th day of September    , A.D. 2008.

By:    /s/ Evan Wildstein    
    Authorized Person(s)

Name:    Evan Wildstein    
    Print or Type

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
KAGS CANADIAN HOLDCO, LLC

This Certificate of Amendment of Certificate of Formation of KAGS CANADIAN HOLDCO, LLC (the “LLC’) is being duly executed and filed by Evan Wildstein, as an authorized person of the LLC, to amend the Certificate of Formation under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST:    The name of the LLC is “KAGS Canadian Holdco, LLC”.

SECOND:    The LLC was formed upon the filing of its Certificate of Formation with the Delaware Secretary of State on June 25, 2008.

THIRD:    The name of the LLC is hereby changed to “KPGW Canadian Holdco, LLC”.

IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of Formation has been duly executed this 24th day of September, 2008.

/s/ Evan Wildstein    
Evan Wildstein
Authorized Person(s)

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.    The name of the limited liability company is

    KPGW CANADIAN HOLDCO, LLC    .

2.    The Registered Office of the limited liability company in the State of Delaware is changed to     3411 Silverside Road, Tatnall Building, #104    

(street), in the City of Wilmington    ,

Zip Code 19810            . The name of the Registered Agent at such address upon

whom process against this limited liability company may be served is

Corporate Creations Network Inc.    .

EX-3.28

Exhibit 3.28

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

KPGW CANADIAN HOLDCO, LLC

(a Delaware Limited Liability Company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT OF KPGW CANADIAN HOLDCO, LLC, a Delaware limited liability company (the "Company"), is made and effective as of the Effective Date, as defined below, by KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation (the "Member"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the "Act").

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this "Agreement"):

1.    Name. The name of the limited liability company formed hereby is KPGW CANADIAN HOLDCO, LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on June 25, 2008, being the date the initial Certificate of Formation of the Company was filed with the Office of the Secretary of State of the State of Delaware, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Delaware is located at 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporate

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Creations Network Inc., 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

6.    Admission of Member. The Member is the sole member of the Company in respect of 100% of the Interest (as hereinafter defined).

7.    Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, an "Interest"), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company's Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.    Indemnification. Unless otherwise provided in this Section 10(b), the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a "Covered Person'' and collectively, the "Covered Persons") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys' fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. Notwithstanding the provisions of this Section 10(b), this Section 10(b) shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

c.    Elimination of Duties and Liability. Notwithstanding any other provision of this Agreement or anything otherwise existing at law (whether common or statutory), in equity or otherwise, to the fullest extent permitted by applicable law, in taking actions for, on behalf or in respect of, or relating or with respect to the Company, including,

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without limitation, causing the Company to take or refuse to take any action in respect of any matter, and for all other purposes, no Covered Person shall have any duties (including any fiduciary duties), whether direct or indirect, or any liabilities relating thereto, to the Company, any Member or any other person or entity that is a party to or is otherwise bound by this Agreement, including, without limitation, any duty (including any fiduciary duty) to consider any interests of or factors affecting the Company, any Member or any other person or entity, and such Covered Person shall be entitled to consider such interests and factors as it desires, including its own interests, any such duties (including fiduciary duties) and liabilities relating thereto, if any, being hereby eliminated to the fullest extent permitted by applicable law (and provided, however, that nothing in this Agreement shall be construed as eliminating the implied contractual covenant of good faith and fair dealing or liability for any act or omission that constitutes a bad faith violation thereof).

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation.The Member shall not receive compensation for services rendered to the Company.

16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

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17.    Distributionsupon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company's liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company's creditors to the extent required by Section 18-804 of the Act.

18.    Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Delaware state court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (b)

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consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, "Default Rule" shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company's certificate of formation or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 18-20l(d) of the Act, this Agreement shall be effective as of August 30, 2023(the "Effective Date").

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Third Amended and Restated Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation

By:/s/ Walter Hanley    
Name: Walter Hanley    
Title: Vice President    

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EX-3.29

Exhibit 3.29

ARTICLES OF INCORPORATION

OF

UNITED AUTO DISMANTLING, INC.

I

The name of the corporation is UNITED AUTO DISMANTLING, INC.

II

The corporation’s purposes are:

a.    To engage primarily in the specific business of auto wrecking.

b.    To engage generally in the business of dismantling and reselling of automobile and other vehicular conveyances.

c.    To engage in any business related or unrelated to those described in clauses a, and b, of this article that are from time to time authorized or approved by the board of directors of the corporation.

d.    To act as partner or joint venturer or in any other legal capacity in any transaction.

e.    To do business anywhere in the world.

f.    To have and exercise all rights and powers from time to time granted to a corporation by law.

The above clauses shall not be limited by reference to or inference from one another, but each purpose clause shall be construed as a separate statement conferring independent purposes and powers on the corporation.

III

The county in the State of California where the principal office for the transaction of business is located in the County of Kern.

IV

A.    The number of directors of the corporation is ONE.

B.    The name and address of the person who is appointed to act as first director is:

Howard Silver    630 “A” Street, Apt. 8
Bakersfield, California

V

The total number of shares which the corporation is authorized to issue is five thousand (5,000). The aggregate par value of said shares is Fifty Thousand Dollars ($50,000.00), and the par value of each share is Ten Dollars ($10.00).

No distinction shall exist between the shares of the corporationor the holders thereof. All stock shall be common stock.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on September 10th 1974.

/s/ Howard Silver

HOWARD SILVER

State of California    )
    ) ss.
County of Kern    )

On this 10th day of September , 1974, before me, the undersigned, a notary public in and for said county and state, personally appeared HOWARD SILVER known to me to be the person whose name is subscribed to the within Articles of Incorporation, and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

/s/ Virginia K. Heath    

    Notary Public in and for said State.

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1.    They are the President and Secretary of the corporation.

2.    The name of the corporation is: United Auto Dismantling, Inc.

3.    Article I of the Articles of Incorporation of this corporation is hereby amended to read as follows: “The name of the corporation is LKQ Auto Parts of Central California, Inc.”

4.    The foregoing amendment has been duly approved by the board of directors.

5.    The amendment was approved by all of the outstanding shareholders of the corporation.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our knowledge.

Date: May 1, 2000

    /s/ Joseph M. Holsten

Joseph M. Holsten, President

    /s/ Daniel J. Hemmer    

        Daniel J. Hemmer, Secretary

EX-3.30

Exhibit 3.30

AMENDED AND RESTATED BYLAWS

OF

LKQ AUTO PARTS OF CENTRAL CALIFORNIA, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Auto Parts of Central California, Inc. (the “Corporation”) may have such offices, including registered offices, at such places both within and outside the State of California as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of California as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the members of the Board of Directors then in office, or the holder of shares of the Corporation’s capital stock entitled to cast not less than 10 percent of the votes at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice of meetings may be given by any means described in Section 118 of the California Corporations Code.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment provided that any action taken, other than adjournment, shall be approved by at least a majority of the shares required to constitute a quorum. If, however, such majority shall not be present or represented at any meeting of the stockholders, the vote of a majority of the shares represented either in person or by proxy, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (or by means of remote

communications), and notice need not be given of any such adjourned meeting if the time and place (if any) thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by applicable law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    members of the Board of Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    whenever any corporate action other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders of the Corporation, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of capital stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such stockholder and bearing a date not more than eleven months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by applicable law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation. Such notice shall be delivered in compliance with Section 601(b) and Section 603(b)(2) of the California Corporations Code.

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Section 9.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If any meeting of the stockholders is adjourned for more than 45 days from the date set for the original meeting, the Board of Directors shall fix a new record date for determining the stockholders entitled to notice of and to vote at such adjourned meeting. If no record date is fixed:

(a)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

(b)    the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

(c)    the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 10.    Consent of Absentees.The transactions of any meeting of stockholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more stockholders has given notice at the meeting prior to the voting of the stockholder’s intent to cumulate the stockholder’s votes, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder’s shares are normally entitled, or distribute the stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation and Section 212(a) of the California Corporations Code, the number of directors which shall

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constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. Directors must be natural persons.

Section 3.    Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If one or more directors are so removed at a meeting of stockholders, the stockholders may elect new directors at the same meeting.

Section 5.    Vacancies. Except for a vacancy created by the removal of a director, all vacancies on the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California Corporations Code, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the stockholders. Vacancies created by the removal of a director may be filled only by approval of the stockholders. The stockholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of California.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice on such dates and at such times and places, if any, within or without the State of California, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, or the Secretary or any two directors. Written notice of the time and place of all special meetings of the Board of Directors shall be

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delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means to each director at least 48 hours before the meeting, or sent to each director by first class mail, postage prepaid, at least four days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, a majority of the Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the Board of Directors or committee present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If the Board of Directors consists of only one director, such sole director shall constitute a quorum. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

Section 10.    Manner of Acting.

(a)    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the Corporation (other than conference telephone and electronic video screen communication), presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently; and (ii) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

(b)    Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law (including Section 307(b) of the California Corporations Code) any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ny such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve any action that requires approval of the stockholders or approval of the outstanding shares under applicable law, (ii) fill vacancies on the Board of Directors or any committee, (iii) fix the compensation of directors for service on the Board of Directors or any committee, (iv) amend or repeal bylaws or adopt new bylaws, (v) adopt, amend or repeal any resolution of the full Board of Directors that by its express terms is not so amendable or repealable, (vi) authorize distributions to stockholders, except at a rate, in a periodic amount, or within a range set out in the Articles of Incorporation or determined by the Board of Directors, or (vii) appoint other committees or members of other committees.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 3 hereof. At the time of the appointment of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by Section 312(a) of the California Corporations Code.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

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Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice by the Board of Directors or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a member of the Board of Directors.

Section 7.    Chairman of the Board. The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall, in addition be the Chief Executive Officer of the Corporation, and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book or electronic record to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Secretary shall keep in safe custody the seal of the Corporation (to the extent the Board of Directors

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determines to cause the Corporation to have a seal), and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.    Chief Financial Officer and Assistant Chief Financial Officers.

(a)    The Chief Financial Officer (who shall also be the Treasurer if the Board of Directors does not designate another officer to hold that office) shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall assign.

(b)    The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Chief Financial Officer shall keep and maintain the Corporation’s books of account and shall render to the Chairman of the Board or the President, and the Board of Directors an account of all of their transactions as Chief Financial Officer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chairman of the Board or the President, or the Board of Directors at any time.

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(c)    The Assistant Chief Financial Officer or if there shall be more than one, the Assistant Chief Financial Officers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Chief Financial Officer designated by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder of capital stock in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by the California Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of capital stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate with respect to capital stock of the Corporation to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the California Corporations Code.

Section 6.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of capital stock subject to the provisions of the California Corporations Code.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of California, and such other records required by law, shall be kept in such place or places either within or without the State of California as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders of the Corporation entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the

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Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the Board of Directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Manner of Giving Notice. Whenever, under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any member of the Board of Directors or any stockholder of the Corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mailing (as such term is defined in Section 113 of the California Corporations Code) addressed to such member of the Board of Directors or stockholder, at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails, postage prepaid. Any other notice shall be deemed to have been given in accordance with Section 118 of the California Corporations Cde. Notice to members of the Board of Directors or, subject to the terms of the California Corporations Code, stockholders of the Corporation, may also be given in the manner described in Section 118 of the California Corporations Code.

Section 7.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.    Annual Report. The Annual Report to stockholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 stockholders.

Section 9.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 10.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

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Section 11.    Amendment. Bylaws may be adopted, amended, or repealed by the vote or the written consent of stockholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of stockholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw or amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 12.    Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Article VI, Section 15 shall have the same meaning as such terms in said Section 317.

Section 13.    Amendment and Restatement. These Bylaws shall be deemed to supersede and replace any bylaws of the Corporation which may have existed prior to the date set forth on the cover page of these Bylaws. Any and all such prior bylaws are hereby terminated ab initio and shall have no further force or effect.

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EX-3.31

Exhibit 3.31

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ BEST AUTOMOTIVE CORP.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE NINETEENTH DAY OF DECEMBER, A.D. 2001, AT 9 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE NINTH DAY OF JANUARY, A.D. 2002, AT 4:30 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SECOND DAY OF MARCH, A.D. 2005, AT 7:45 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2016, AT 8:31 O`CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LKQ BEST AUTOMOTIVE CORP.”.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

3470621 8100H    Authentication: 204909207

SR# 20224073364    Date: 11-21-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

LKQ Best Automotive Corp.

1.    The name of the corporation is: LKQ Best Automotive Corp.

2.    The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.    The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire. invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire. and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, Improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United State of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and

other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whale or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

____________________________________

4.    The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is .01. Dollars ($0.01) amounting in the aggregate to ten dollars ($10.00).

____________________________________

5.    The name and mailing address of each incorporator is as follow:

NAMEMAILING ADDRESS

Daniel J. Hemmer    120 N. LaSalle St., #3300

    Chicago, Illinois 60602

____________________________________

6.    The corporation is to have perpetual existence.

7.    In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-taws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General

Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.

When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8.    Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or

receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and /or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing threefourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

9.    The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10.    A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 7th day of December, 2001.

/s/ Daniel J. Hemmer    

Daniel J. Hemmer

CERTIFICATE OF MERGER

LKQ BEST AUTOMOTIVE CORP.
(a Texas Corporation)

INTO

LKQ BEST AUTOMOTIVE CORP.
(a Delaware Corporation)

The undersigned corporation

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME    STATE OF INCORPORATION

LKQ Best Automotive Corp.     Texas

LKQ Best Automotive Corp.     Delaware

SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is LKQ Best Automotive Corp., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of LKQ Best Automotive Corp., a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is * LKQ Best Automotive Corp., 120 N. LaSalle St., Suite 3300, Chicago IL, 60602.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost. to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares	Par value per share or statement that shares are without par value
LKQ Auto Parts Of North Texas, Inc.	Common	100	None

LKQ Best Automotive Corp.

By /s/ Daniel J. Hemmer    

Daniel J. Hemmer, Secretary

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “Corporation”) is LKQ Best Automotive Corp.

2.    The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, Suite 1B, City of Dover 19901, County of Kent.

3.    The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4.    The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on. 2/18/05

/s/ Walter P. Hanley    
Walter P. Hanley

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is   LKQ Best Automotive Corp.    
        .

2.    The Registered Office of the corporation in the State of Delaware is changed to             3411 Silverside Road Rodney Building #104             (street), in the City of    Wilmington    ,

County of    New Castle     Zip Code    19810        . The name of the Registered Agent at such address upon whom process against this Corporation may be served is    Corporate Creations Network Inc.                .

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By: /s/ Jessica Morales    

Authorized Officer

Name: Jessica Morales, Special Secretary     

Print or Type

EX-3.32

Exhibit 3.32

AMENDED AND RESTATED BYLAWS

OF

LKQ BEST AUTOMOTIVE CORP.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Best Automotive Corp. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

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more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

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Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

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entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

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Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.33

Exhibit 3.33

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ CENTRAL, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF CONVERSION, FILED THE SEVENTEENTH DAY OF OCTOBER, A.D. 2019, AT 2:41 O`CLOCK P.M.

CERTIFICATE OF INCORPORATION, FILED THE SEVENTEENTH DAY OF OCTOBER, A.D. 2019, AT 2:41 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-NINTH DAY OF APRIL, A.D. 2020, AT 5:03 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF JUNE, A.D. 2020, AT 4:58 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-THIRD DAY OF JUNE, A.D. 2020, AT 5:07 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-THIRD DAY OF JUNE, A.D. 2020, AT 5:20 O`CLOCK P.M.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

7659644 8100H    Authentication: 204994978

SR# 20224163470    Date: 12-02-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware

The First State

CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF NOVEMBER, A.D. 2020, AT 5:21 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF NOVEMBER, A.D. 2020, AT 5:29 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CERTIFICATE OF MERGER, FILED THE FIRST DAY OF DECEMBER, A.D. 2020, AT 2:53 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CERTIFICATE OF MERGER, FILED THE THIRTEENTH DAY OF MAY, A.D. 2021, AT 4:50 O`CLOCK P.M.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

7659644 8100H    Authentication: 204994978

SR# 20224163470    Date: 12-02-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware

The First State

CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF SEPTEMBER, A.D. 2021, AT 11:31 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE NINTH DAY OF DECEMBER, A.D. 2021, AT 4:56 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LKQ CENTRAL, INC.”.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

7659644 8100H    Authentication: 204994978

SR# 20224163470    Date: 12-02-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE CORPORATION
TO A DELAWARE CORPORATION
PURSUANT TO SECTION 265 OF THE
DELAWARE GENERAL CORPORATION LAW

1.)    The jurisdiction where the Non-Delaware Corporation first formed is
Kansas    .

2.)    The jurisdiction immediately prior to filing this Certificate is    Kansas    .

3.)    The date the Non-Delaware Corporation first formed is    11/19/1993    .

4.)    The name of the Non-Delaware Corporation immediately prior to filing this Certificate is    LKQ Mid-America Auto Parts, Inc.    .

5.)    The name of the Corporation as set forth in the Certificate of Incorporation is
LKQ Central, Inc.    .

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate on the    16     day of    October            , A.D.     2019    .

By: /s/ Matthew McKay    

Name: Matthew McKay    

Print or Type

Title: Secretary    

Print or Type

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

First: The name of this Corporation is    LKQ Central, Inc.    .

Second: Its registered office in the State of Delaware is to be located at         3411 Silverside Road Tatnall Building #104     Street, in the City of    Wilmington        County of    New Castle     Zip Code    19810    .

The registered agent in charge thereof is    Corporate Creations Network Inc.    
        .

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The amount of the total stock of this corporation is authorized to issue is
   1,000     shares (number of authorized shares) with a par value of no par value     per share.

Fifth: The name and mailing address of the incorporator are as follows:
Name    Matthew McKay        
Mailing Address    500 W. Madison Street Suite 2800    
Chicago, IL      Zip Code    60661.

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 16 day of October, A.D. 2019.

BY: /s/ Matthew McKay    

(Incorporator)

NAME: Matthew McKay    

(type or print)

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

FOREIGN CORPORATION INTO

A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.        , a Delaware corporation, and the name of the corporation being merged into this surviving corporation is    LKQ of Nevada, Inc    , a     Nevada      corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
   1000 no par value    .

SIXTH: The merger is to become effective on    upon filing    .

SEVENTH: The Agreement of Merger is on file at    500 W. Madison Street     
Suite 2800, Chicago, IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the   29th     day of    April    , A.D., 2020.

By:   /s/ Kristen Espinales    

Authorized Officer

Name:   Kristen Espinales    

Print or Type

Title:    Special Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

FOREIGN CORPORATION INTO

A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.            , a Delaware corporation, and the name of the corporation being merged into this surviving corporation is    LKQ Apex Auto Parts    , a     Oklahoma      corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is    1,000 common, no par value    .

SIXTH: The merger is to become effective on    upon filing    .

SEVENTH: The Agreement of Merger is on file at    500 W. Madison Street     
Suite 2800, Chicago, Illinois 60661    , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the   22nd day of    June    , A.D., 2020     .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:    Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

FOREIGN CORPORATION INTO

A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.            , a Delaware corporation, and the name of the corporation being merged into this surviving corporation is    LKQ Self Service Auto Parts Tulsa, Inc.    , an   Oklahoma      corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
   1000 no par value    .

SIXTH: The merger is to become effective on    upon filing    .

SEVENTH: The Agreement of Merger is on file at    500 W. Madison Street     
Suite 2800, Chicago, IL 60661    , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the   23rd     day of    June    , A.D., 2020     .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   MatthewMcKay    

Print or Type

Title:     Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

DOMESTIC CORPORATION AND

FOREIGN LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.        , a Delaware corporation, and the name of the corporation being merged into this surviving corporation is    LKQ 1st Choice Auto Parts LLC    , a (list jurisdiction) Oklahoma limited liability company.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.     
    .

FOURTH: The merger is to become effective on    upon filing    .

FIFTH: The Agreement of Merger is on file at    500 W. Madison Street     
Suite 2800, Chicago, IL 60661    , the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by an authorized officer, the   23rd     day of    June    , A.D., 2020     .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:     Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

DOMESTIC LIMITED PARTNERSHIP

INTO A

DOMESTIC CORPORATION

Pursuant to Title 8, Section 263(a) of the Delaware General Corporation Law and Title 6, Section 17-211 of the Delaware Limited Partnership Act, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.        , a Delaware corporation, and the name of the limited partnership being merged into this surviving corporation is    LKQ Auto Parts of North Texas, L.P.    .

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited partnership.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.     
    .

FOURTH: The merger is to become effective on    12/31/2020    .

FIFTH: The Agreement of Merger is on file at    500 W. Madison Street    
Suite 2800, Chicago, IL 60661    , the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or partner of any constituent limited partnership.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by an authorized officer, the   11th     day of    November    , A.D., 2020     .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:     Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

DOMESTIC CORPORATIONS

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.    ,and the name of the corporation being merged into this surviving corporation is    LKQ Auto Parts of North Texas, Inc.    .

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.     ,
a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective on    12/31/2020    .

SIXTH: The Agreement of Merger is on file at    500 W. Madison Street     
Suite 2800, Chicago, IL 60661    , the place of business of the surviving corporation.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by an authorized officer, the   25th     day of    November    , A.D., 2020     .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:     Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

DOMESTIC CORPORATION AND

FOREIGN LIMITED PARTNERSHIP

Pursuant to Title 8, Section 263(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.        , a Delaware corporation, and the name of the Partnership being merged into this surviving corporation is    LKQ Heavy Truck-Texas, Best Diesel,L.P.    , a    Texas                   limited partnership.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities pursuant to Title 8, Section 263(c).

THIRD: The name of the surviving corporation is    LKQ Central, Inc.     .

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective on    12/31/2020    .

SIXTH: The Agreement of Merger is on file at    500 W. Madison Street     
Suite 2800, Chicago, IL 60661    , the place of business of the surviving corporation.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request and without cost, to any stockholder of any constituent corporations or any partner of any constituent limited partnerships.

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:     Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

FOREIGN CORPORATION INTO

A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.        , a Delaware corporation, and the name of the corporation being merged into this surviving corporation is    LKQ AUTO PARTS OF MEMPHIS, INC.    , a     Arkansas     corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.     , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is    1,000 shares with .01 par value per share    .

SIXTH: The merger is to become effective on    upon filing    .

SEVENTH: The Agreement of Merger is on file at    500 W. Madison Street    
Suite 2800, Chicago, IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the   13th     day of    May    , A.D., 2021    .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:     Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

FOREIGN CORPORATION INTO

A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.            , a Delaware corporation, and the name of the corporation being merged into this surviving corporation is    LKQ All Models Corp.    , a     Arizona     corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.         , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
   3000 authorized at $.01    .

SIXTH: The merger is to become effective on    upon filing    .

SEVENTH: The Agreement of Merger is on file at    500 W. Madison Street    
Suite 2800, Chicago, IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the   28th     day of    September    , A.D., 2021    .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:     Secretary    

STATE OF DELAWARE

CERTIFICATE OFMERGER OF

FOREIGN CORPORATION INTO

A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is   LKQ Central, Inc.        , a Delaware corporation, and the name of the corporation being merged into this surviving corporation is    LKQ Midwest AP Corp.    , a     Nebraska     corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is    LKQ Central, Inc.     , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
   100 no par value    .

SIXTH: The merger is to become effective on    upon filing    .

SEVENTH: The Agreement of Merger is on file at    500 W. Madison Street    
Suite 2800, Chicago, IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the   9th     day of    December    , A.D., 2021    .

By:   /s/ Matthew McKay    

Authorized Officer

Name:   Matthew McKay    

Print or Type

Title:     Secretary    

EX-3.34

Exhibit 3.34

AMENDED AND RESTATED BYLAWS

OF

LKQ CENTRAL, INC.

Adopted as of July 27, 2020

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ARTICLE I
OFFICES

LKQ Central, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each

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stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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ARTICLE V
STOCK

Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise

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provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal

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affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.35

Exhibit 3.35

State of Oregon

OFFICE OF THE SECRETARY OF STATE

Corporation Division

Certified Copy    351N882X7

I, SHEMIA FAGAN, Secretary of State of Oregon, and Custodian of the Seal of said State, do hereby certify:

That the attached

Document File

for

LKQ FOSTER AUTO PARTS, INC.

is a true copy of the original document(s).

In Testimony Whereof, I have hereunto set my hand and

affixed hereto the Seal of the State of Oregon.

SHEMIA FAGAN, SECRETARY OF STATE

11/23/2022

Come visit us on the internet at sos.oregon.gov/business

ARTICLES OF INCORPORATION

OF

HOPKINS WRECKING YARD, INC.

We, the undersigned, natural persons of the age of 21 years or more, acting as incorporators under the Oregon Business Corporation Act, adopt the following Articles of Incorporation:

Article 1.

The name of this corporation is Hopkins Wrecking Yard.

Article 2.

The duration of this corporation shall be perpetual.

Article 3.

The general purposes for which the corporation is organized are:

1.    To engage in the business of automotive wrecking, repair, rebuilding and selling; and the operation of a wrecking and salvage business.

2.    To acquire, own, maintain and operate, purchase or otherwise acquire, sell, dispose of, manufacture, fabricate, trace, deal in, hold, mortgage or otherwise encumber, improve, alter, repair and renovate anything or things of any kind or nature, which pertain to the wrecking and salvage business.

3.    To acquire, own, maintain and operate a general trucking business in connection with the said wrecking and salvage business.

4.    To acquire and own main patent rights of every nature and description.

5.    To act as agent, broker or representative of other firms, corporations or individuals, and to collect and receive compensation for its services as such agent, broker or representative.

Page One – Articles of Incorporation

6.    To act as agent and/or distributor for any and all kinds of merchandise and/or personal property.

7.    To buy, sell, lease, rent, own, use and/or operate any and all types of real and personal property which might be convenient or necessary in connection with said business.

8.    To carry on any and all types of business activity incident to, or in any way relating to the purposes herein-above set forth, which the corporation might consider expedient and advisable.

Article 4.

The corporation shall issue one thousand shares of stock with no par value.

Article 5.

The address of the initial registered office of the corporation shall be 514 Corbett Building, 430 S. W. Morrison St., Portland 4, Oregon; and the name of the initial registered agent at such address isJohn R. Sidman.

Article 6.

The number of directors constituting the initial Board of Directors of the corporation is three, and the names and addresses of the persons who are serving as directors at the first annual meeting of shareholders until their successors are elected and qualified, are:

John R. Sidmin    1135 S. W. Florida, Portland, Ore.

Ray G. Brown    4388 S. W. Fraser Ave., Portland, Ore.

Anona T. Peterson    3934 S. E. Tibbetts St., Portland, Ore.

Article 7.

The names and addresses of each of the incorporators are:

Page Two – Articles of Incorporation

John R. Sidmin    1135 S. W. Florida, Portland, Ore.

Ray G. Brown    4388 S. W. Fraser Ave., Portland, Ore.

Anona T. Peterson    3934 S. E. Tibbetts St., Portland, Ore.

Article 8.

The internal affairs of the corporation shall be propagated by the Board of Directors. The Board of Directors shall have the power to alter, amend, repeal and adopt By-Laws, as long as they are not inconsistent with the law or the Articles of Incorporation.

Dated at Portland, Oregon, this 14th day of August 1962.

/s/ John R. Sidmin    

John R. Sidmin

/s/ Ray G. Brown    

Ray G. Brown

/s/ Anona T. Peterson    

Anona T. Peterson

STATE OF OREGON    )

    )    ss.

County of Multnomah    )

I, /s/ Illegible, a notary public for Oregon, hereby certify that on the 14th day of August, 1962, personally appeared before me John R. Sidman, Ray G. Brown and Anona T. Peterson, who being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements contained therein are true.

/s/ Illegible    

Notary Public for Oregon

My commission expires:

8-10-64

Page Three – Articles of Incorporation

Articles of Amendment

to the

Articles of Incorporation

of

    HOPKINS WRECKING YARD, INC.    

Pursuant to the provisions of ORS 87.370 of the Oregon Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment:

1.    The name of the corporation is HOPKINS WRECKING YARD, INC.    

2.    The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on October 22    , 1963, in the manner prescribed by the Oregon Business Corporation Act, and the text of the amendment is as follows:

To change the name from HOPKINS WRECKING YARD, INC., to

FOSTER AUTO PARTS, INC.

Article 1 is amended to read as follows:

ARTICLE 1.

The name of this corporation is FOSTER AUTO PARTS, INC.

3.    The number of shares of the corporation outstanding at the time of such adoption was     100     and the number of shares entitled to vote thereon was     100    ; the number of shares voted for such amendment was     100    , and the number of shares voted against such amendment was     none    .

4.    The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment are as follows:

Dated:     October 22    , 1963.

FOSTER AUTO PARTS, INC.

(HOPKINS WRECKING YARD, INC.)    

By /s/ Fred J. Hopp, Jr.

    Its: President    

and /s/ John R. Sidman

    Its: Secretary    

STATE OF OREGON,        )

                    )    ss.

County of     MULTNOMAH    )

I, RUTH VANDERHOOF, a notary public, do hereby certify that on this 22ndday of October, 1963, personally appeared before me FRED J. HOPP, JR. and JOHN R. SIDMAN, who each being by me first duly sworn, severally declared that they are the President and Secretary, who signed the foregoing document as such officers of said corporation, and that the statements therein contained are true.

/s/ Ruth Vanderhoof    

Notary Public for Oregon

My commission expires: February 18, 1967    

ARTICLES OF MERGER

1.    Names of corporations proposing to merge:

A.    Foster Auto Parts, Inc., an Oregon corporation.

B.    U Pull It, Ltd., an Oregon corporation.

C.    A to Z U Pull It, Ltd., a Washington corporation.

2.    Name of surviving corporation:

Foster Auto Parts, Inc., an Oregon corporation.

3.    Set forth provisions of plan of merger or attach a copy of Plan.

See attached copy of Plan of Liquidation by Merger marked Exhibit A.

4.    Shareholder vote on Plan of Merger was not required, pursuant to ORS 60.491.

The sole shareholder of U Pull It, Ltd. and A to Z U Pull It, Ltd., executed a written waiver of the mailing requirement contained in ORS 60.491(2).

The effective date of these Articles of Merger is December 31, 1991.

FOSTER AUTO PARTS, INC. By:/s/ Fred Hopp     FRED HOPP, President Dated: 12/31/1991	U PULL IT, LTD. By: /s/ Fred Hopp     FRED HOPP, President Dated: 12/31/1991
A TO Z U PULL IT, LTD. By: /s/ Fred Hopp     FRED HOPP, President

Person to contact about this filing:

Terry DeSylvia, Esq.

Brownstein, Rask, Sweeney,

    Kerr, Grim, DeSylvia

1200 S.W. Main

Portland, Oregon 97205

Telephone: (503) 221-1772

PLAN OF (LIQUIDATION BY) MERGER

This Plan of (Liquidation by) Merger between Foster Auto Parts, Inc., an Oregon corporation, (hereafter called “Foster” or the Surviving Corporation) and U Pull It, Ltd., an Oregon corporation, (hereafter called “U Pull It”) and A to Z U Pull It, Ltd., a Washington corporation (hereafter called “A to Z”) is adopted as of the effective date listed below.

WHEREAS:

1.    The Boards of Directors of Foster, U Pull It and A to Z deem it desirable and in the best interests of all the corporations and their respective shareholders that U Pull It and A to Z be liquidated by merger into Foster to save costs, avoid duplication of bookkeeping and accounting work, and reduce administrative expenses.

2.    The Boards of Directors of Foster, U Pull It and A to Z have resolved that Foster, U Pull It and A to Z shall merge pursuant to Oregon law into a single corporation existing under Oregon law, to wit: Foster, an Oregon corporation, which shall be the Surviving corporation in a transaction qualifying as a parent-subsidiary complete liquidation within the meaning of Sections 332 and 334(b) of the Internal Revenue Code of 1986, as amended, and under the corporate merger laws of the State of Oregon.

3.    The authorized capital stock of Foster consists of 1,000 shares of common stock, no par value (the “Foster common stock”), of which 100 shares are issued and outstanding to the shareholders listed on attached Schedule A.

4.    The authorized capital stock of U Pull It consists of 500 shares of common stock, no par value, of which 100 shares are issued and outstanding to the sole Shareholder, Foster.

5.    The authorized capital stock of A to Z consists of 100 shares of common stock, no par value of which 100 shares are issued and outstanding to the sole shareholder, Foster.

Pursuant to ORS 60.491, the Board of Directors of Foster has approved the Plan of (Liquidation by) Merger on the terms and conditions set forth below.

NOW THEREFORE, in consideration of the mutual agreements, provisions and covenants of the parties, the parties agree, in accordance with the applicable federal tax law and laws of the State of Oregon, that U Pull It and A to Z shall be liquidated by merging into Foster as of the effective date to become a single corporation existing under Oregon law, to wit: Foster Auto Parts, Inc., which shall be the Surviving Corporation, and the parties adopt the following agreements, terms and conditions relating to the merger and the mode of carrying the same into effect.

1.    Action by Board of Directors; Filings; Effects of Merger.

1.1    Action by Board of Directors of Foster. On or before the effective date, the Board of Directors of Foster shall adopt this Plan of (Liquidation by) Merger in accordance with Oregon law intending to accomplish a complete parent-subsidiary liquidation under Section 332 and 334(b) of the IRC.

1.2    Filing of Articles of Merger. Upon adoption of this Plan of (Liquidation by) Merger by the Board of Directors of Foster; U Pull It, Ltd. And A to Z U Pull It, Ltd., and said Plan of (Liquidation by) Merger is not thereafter terminated or abandoned as permitted herein, then Articles of Merger shall be filed and recorded in accordance with Oregon law with the merger to be effective on December 31, 1991, regardless of when the Articles of Merger are actually filed in the office of the Secretary of the State of Oregon and said Secretary of State actually issues a Certificate of Merger to Foster.

1.3    Certain Effects of Liquidation by Merger. Foster, U Pull It and A to Z shall be merged into a single corporation by U Pull It and A to Z merging into and with Foster, which shall survive the merger, pursuant to the provisions of ORS 60.481 et seq. Upon such merger, the separate corporate existence of U Pull It and A to Z shall cease and the Surviving Corporation shall become the owner, without other transfer, of all of the rights and property of Foster, U Pull It and A to Z, and the Surviving Corporation shall become subject to all the debts and liabilities of U Pull It and A to Z in the same manner as if the Surviving Corporation had itself incurred them. For federal tax purposes, all aspects of the tax accounting of Foster shall be as if Foster had been completely liquidated on a tax-free basis in accordance with Sections 332 and 334(b) of the Internal Revenue Code on the effective date hereof.

2.    Name of Surviving Corporation. The name of the Surviving Corporation shall be Foster Auto Parts, Inc, an Oregon corporation. The purposes, county where the principal office for the transaction of business shall be located, and county where the registered office shall be located, shall be as appears in the Articles of Incorporation of the Surviving Corporation filed with the State of Oregon.

3.    Articles of Incorporation. The Articles of Incorporation of Foster shall from and after the effective date be and continue to be the Certificate of Incorporation of the Surviving Corporation until changed or amended as provided by law.

4.    Bylaws. The Bylaws of Foster shall from and after the effective date be and continue to be the Bylaws of the Surviving Corporation until amended as provided herein.

5.    Names and Addresses of Directors. The names and addresses of the persons who shall constitute the Board of Directors of Foster and who shall hold office until the next annual meeting of the Shareholders of the Surviving Corporation are as follows:

Fred Hopp

Foster Auto Parts, Inc.

10355 S.E. Foster Rd.

Portland, Oregon

6.    Status and Conversion of Securities. The method of converting the shares of U Pull It and A to Z into shares of the Surviving Corporation shall be as follows:

6.1    U Pull It and A to Z Common Stock. All issued and outstanding shares of U Pull It and A to Z common stock immediately before the effective date shall, by virtue of the merger and at the effective date, cease to exist and certificates representing such shares shall be cancelled.

7.    Termination. The Directors of Foster may, in their discretion, abandon this Plan of (Liquidation by) Merger, subject to the rights of third parties under contracts relating thereto, without further action or approval by the shareholders of the corporation, at any time before the merger has been completed.

This Plan of (Liquidation by) Merger may be executed in any number of counterparts, and all such counterparts and copies shall be and shall constitute an original instrument.

* * *

* * *

* * *

* * *

* * *

IN WITNESS WHEREOF, The parties hereto have caused this Plan of (Liquidation of) Merger to be executed by their respective officers thereunto duly authorized effective this 31st day of December 1991.

FOSTER AUTO PARTS, INC. an Oregon corporation   (“FOSTER”) By:/s/ Fred Hopp     FRED HOPP, President	U PULL IT, LTD. an Oregon corporation   (“U PULL IT”) By: /s/ Fred Hopp     FRED HOPP, President
A TO Z U PULL IT, LTD. a Delaware corporation By: /s/ Fred Hopp     FRED HOPP, President

ARTICLES OF MERGER

1.    Names of corporations proposing to merge:

A.    Foster Auto Parts, Inc., an Oregon corporation, State of Oregon Registry No. 70185-18.

B.    A & F Auto Paint Supply Company, an Oregon corporation, State of Oregon Registry No. 459707-87.

2.    Name of surviving corporation:

Foster Auto Parts, Inc., an Oregon corporation.

3.    The Plan of Merger is attached as Exhibit “A”.

4.    Shareholder vote on the Plan of Merger was required.
Shareholder voting was asfollows:

A.    FOSTER AUTO PARTS, INC.: Total number of shares outstanding entitled to a vote, 100; Voting in favor of a merger, 100; Against merger, 0;

B.    A & F AUTO PAINT SUPPLY COMPANY: Total number of shares outstanding entitled to a vote, 100; Voting in favor of a merger, 100; Against merger, 0; and

5.    The effective date of this Merger shall be June 1, 1996.

FOSTER AUTO PARTS, INC. By:/s/ Fred Hopp     FRED J. HOPP, President A & F AUTO PAINT SUPPLY COMPANY By: /s/ Fred Hopp     FRED J. HOPP, President

Person to contact about this Merger:

Terry DeSylvia, Esq.

Brownstein, Rask, Arens, et al.

1200 S.W. Main Building

Portland, Oregon 97204

Telephone: (503) 221-1772

AGREEMENT AND PLAN OF MERGER

1.    Parties.

The parties to this Agreement and Plan of Merger are Foster Auto Parts, Inc., an Oregon corporation, (hereafter called “FAP” or the Surviving Corporation) and A & F Auto Paint Supply Company, Inc., an Oregon corporation (hereafter called “A&F”).

2.    Recitals.

2.1    The parties deem it desirable and in their best interest and that of their respective shareholders to merge to avoid duplication of bookkeeping and accounting work, and reduce administrative, warehousing, vehicle and direct labor expenses associated with sales and delivery functions.

2.2    The merger is intended to be a statutory merger pursuant to Oregon law, in which A&F merges with and into FAP, which shall be the Surviving Corporation, qualifying as a reorganization under IRC § 368(a)(1)(A).

2.3    The authorized capital stock of FAP consists of 1,000 shares of common stock, no par value (the “FAP common stock”), of which 100 shares are issued and outstanding to Fred J. Hopp.

2.4    The authorized capital stock of A&F consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding to Fred J. Hopp.

3.    Merger.

In consideration of the mutual agreements, provisions and covenants of the parties, the parties agree, in accordance with applicable federal tax law and laws of the State of Oregon, A&F shall be merged with and into FAP as of the effective date to become a single corporation existing under Oregon law, to wit: FAP, Inc., which shall be the Surviving Corporation.

4.    Action by Board of Directors; Filings; Effects of Merger.

4.1    On or before the effective date this Plan of Merger shall be presented to the Directors and Shareholders of the parties for approval.

4.2    Upon adoption of this Plan of Merger by the Directors and Shareholders of the parties, provided the Plan is not thereafter terminated, Articles of Merger shall be filed and recorded in accordance with Oregon law.

PAGE 1 – PLAN OF MERGER

4.3    FAP, and A&F shall be merged into a single corporation by A&F merging into and with FAP which shall survive the merger, pursuant to the provisions of ORS 60.481 et seq. Upon such merger, the separate corporate existence of A&F shall cease and the Surviving Corporation shall become the owner, without other transfer, of all of the rights and property of A&F, and the Surviving Corporation shall become subject to all the debts and liabilities of A&F in the same manner as if the Surviving Corporation had itself incurred them. For federal tax purposes, the merger shall be considered a statutory merger qualifying as a reorganization under IRC § 368(a)(1)(A).

5.    Name of Surviving Corporation.

The name of the Surviving Corporation shall be FAP, Inc., an Oregon corporation. The purposes, county where the principal office for the transaction of business shall be located, and county where the registered office shall be located, shall be as appears in the Articles of Incorporation of the Surviving Corporation, as amended on record with the State of Oregon.

6.    Articles of Incorporation.

The Articles of Incorporation of FAP, as amended shall from and after the effective date be and continue to be the Articles of the Surviving Corporation until changed or amended as provided by law.

7.    Bylaws.

The Bylaws of FAP shall from and after the effective date be and continue to be the Bylaws of the Surviving Corporation until amended as provided herein.

8.    Officers and Directors.

The board of directors and officers of the Surviving Corporation shall be the persons who were the directors and officers of FAP immediately prior to the Effective Date and who shall hold office until the next annual meeting of the directors and shareholders of the surviving corporation.

9.    Status and Conversion of Securities.

9.1    Each share of the common capital stock of A&F issued and outstanding immediately prior to the Effective Date shall be converted into one share of fully paid non-assessable share of the common capital stock of the Surviving Corporation.

PAGE 2 – PLAN OF MERGER

9.2    Each share of the common capital stock of FAP issued and outstanding immediately prior to the Effective Date shall continue to be an issued and outstanding share of fully paid non-assessable capital stock of the Surviving Corporation.

9.3    Each certificate that, prior to the Effective Date, represented shares of common stock of FAP from and after the Effective Date, shall represent shares of common stock of the Surviving Corporation. Each certificate that, prior to the Effective Date represented shares of common stock of A&F, from and after the Effective Date shall represent the number of shares of common stock of FAP into which such shares are converted. Each holder of shares of common stock of A&F that are converted by the merger into shares of common stock of the Surviving Corporation, upon surrender of the certificate therefore to the Surviving Corporation, shall be entitled to receive a certificate evidencing the ownership of shares of the Surviving Corporation into which such shares of common stock of A&F is converted at the Effective Date.

10.    Termination.

10.1    This Plan shall automatically terminate in the event it is not adopted by the holders of a majority of the outstanding shares of stock of A&F or FAP, respectively, entitled to vote thereon.

10.2    This Plan may be terminated and the merger abandoned at any time prior to the Effective Date, whether before or after submission to or approval by the shareholders of the parties, upon the written consent of all parties.

10.3    In the event of termination of this Agreement as provided in this Section 10, this Agreement shall become wholly void and of no effect, each party shall bear its own expenses, and, except for liability of a party when default by such party has occasioned the termination of this Agreement by the non-defaulting party, there shall be no liability or obligation on the part of either party.

11.    Effective Date.

The Effective Date of this Plan of Merger shall be June 1, 1996.

FOSTER AUTO PARTS, INC. an Oregon Corporation /s/ Fred Hopp By:    Fred J. Hopp, President A & F AUTO PAINT SUPPLY COMPANY an Oregon Corporation /s/ Fred Hopp By:    Fred J. Hopp, President

EX-3.36

Exhibit 3.36

BYLAWS

OF

FOSTER AUTO PARTS, INC.

ARTICLE I

OFFICES

The principal office shall be in Clackamas County, Oregon. The corporation may also have offices at such other places within or without Oregon as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETINGS

The annual meeting of the Shareholders shall be held within ninety (90) days immediately prior to the end of the corporation’s fiscal year. At the annual meeting, the shareholders shall elect a Board of Directors and transact any other business that may legally come before the meeting.

SECTION 2. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the President, the Board of Directors, or shareholders holding at least ten percent (10%) of all votes entitled to be cast on any issue proposed to be considered at the special meeting.

SECTION 3. PLACE OF MEETINGS

Meetings of the shareholders shall be held at the Corporation’s principal office or any other place designated by the Board of Directors.

SECTION 4. NOTICE OF MEETINGS

Written or printed notice stating the date, time, and place of the meeting, and in case of a special meeting, the purpose for which the meeting is called, shall be given not earlier than sixty (60) days nor less than ten (10) days before the meeting date, either personally or by mail, by or at the direction of the President, the Secretary, the Board of Directors or the persons calling the meeting, to each shareholder of the record entitled to receive notice of the meeting. The notice is effective when mailed, if it is mailed postpaid and is correctly addressed to the shareholder’s address shown in the Corporation’s current record of shareholders.

SECTION 5. PROOF OF NOTICE

An entry of the service of notice of a meeting of the Shareholders, given in the manner above provided, shall be made in the minutes of the proceedings of the Shareholders, and such entry, if read and approved at the next meeting of the Shareholders, shall be conclusive on the question of such service.

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SECTION 6. QUORUM

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Shareholders. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.·

SECTION 7. ADJOURNMENT

Any regular or special meeting of the Shareholders may adjourn from day to day, or from time to time, without further notice, until its business is completed; and any regular or special meeting of the Shareholders may adjourn from day to day, or from time to time, without further notice, if for any reason the holders of a majority of the shares of stock of the corporation entitled to vote are not present, in person or by proxy, until a quorum shall attend, such adjournment and the reasons therefor being recorded in the minutes of the proceedings of the Shareholders. When a quorum shall attend, any business may be transacted that might have been held on the day on which the same originally was appointed or called.

SECTION 8. PRESIDING OFFICER

The President, or in the President’s absence, the Vice President, or in the absence of the President and Vice President, a Chairman, elected by the Shareholders present, shall call the meetings of the Shareholders to order and shall act as a presiding officer thereof.

SECTION 9. SECRETARY

The Secretary of the corporation shall act as Secretary at all meetings of the Shareholders, and in the Secretary’s absence, the presiding officer may appoint any person to act as Secretary.

SECTION 10. ELECTION OF BOARD

At the regular Annual Meeting of the Shareholders, the Shareholders entitled to vote shall elect a Board of Directors as constituted by these Bylaws. Every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number or shares owned by such Shareholder for as many persons as there are Directors to be elected and for whose election such Shareholder has a right to vote.

SECTION 11. VOTING

At each meeting of the Shareholders, each Shareholder shall have the right to vote, in person or by proxy, the number of shares entitled to vote standing in the Shareholder’s own name on the books of the corporation. Notwithstanding the foregoing, the shares held by an administrator, executor, guardian, conservator, or receiver may be voted by such person, either in person or by proxy, without a transfer of such shares into the name of the administrator, executor, guardian, conservator, or receiver.

SECTION 12. MAJORITY VOTE

When a quorum is present or represented at any meeting in person or by proxy and entitled to vote on the subject matter, action on any matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless

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the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws, in which case the contrary provision shall be controlling.

SECTION 13. PROXIES

All proxies must be in writing, executed by the Shareholders themselves or by their duly authorized attorney-in-fact, and must be filed with the Secretary of the corporation at or before the meeting of Shareholders. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. ·

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. NUMBER, QUALIFICATIONS, AND TERM OF OFFICE

The management of all the affairs, property and business of the corporation shall be vested in a Board of Directors, except as otherwise provided in this paragraph, consisting of between a minimum of one (1) and a maximum of five (5) persons, inclusive, and the exact number between such minimum and maximum shall be fixed from time to time by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of an incumbent Director. The Board of Directors shall elect a Chairman, who shall have the authority to call meetings of the Board of Directors. The director for each numbered position shall be elected by a majority of the votes cast by the shares entitled to vote in the election at a shareholders’ meeting for a term of one (1) year, and shall hold office until their successors are elected and qualified, or until death, resignation or removal. Directors need not be Shareholders or residents of the State of Oregon. In addition to the powers and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may exercise all powers of the corporation and may do all lawful acts that are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Shareholders. The Board of Directors is hereby authorized to employ one (1) or more managers, who may or may not be officers of the Company, and to fix the compensation of such manager or managers and to enter into contracts with them.

SECTION 2. VACANCIES

All vacancies in the Board of Directors, whether caused by resignation, death or removal, by a majority vote of the Shareholders represented at any meeting, may be filled by appointment by the remaining Directors. A Director thus appointed to fill any vacancy shall hold office for the unexpired term of such Director’s predecessor and until such Director’s successor is elected and qualified, or until the death, resignation, or removal of the appointed Director.

SECTION 3. ANNUAL MEETINGS

A regular annual meeting of the Board of Directors shall be held without notice other than this bylaw immediately after the adjournment of the annual meeting of the shareholders.

SECTION 4. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called at any time and place on the order of the Chairman of the Board, President, Secretary or on the order of any two or more members of the Board of Directors.

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SECTION 5. NOTICE OF SPECIAL MEETINGS

Notices of special meetings of the Board of Directors, stating the date and hour, the place, and, in general terms, the purpose(s) shall be mailed, telegraphed or personally delivered to the Directors not later than five (5) days before the day appointed for the meeting. An entry of the service of the notice, given in the manner above provided, shall be made in the minutes of the proceedings of the Board of Directors, and such entry, if read and approved at the next meeting of the Board of Directors, shall be conclusive on the question of service. If all of the Directors shall be present at any Directors’ meeting, however called, any business may be transacted at such meeting, and the transactions of such meeting shall be valid as if had at a meeting regularly called.

SECTION 6. PLACE OF MEETINGS

Meetings of the Board of Directors shall be at the Corporation’s principal office or any other place designated by the Board of Directors. Meetings of the Board of Directors may be held by means of conference telephone or similar communications equipment by which all persons participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

SECTION 7. WAIVER OF NOTICE

A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting, or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 8. QUORUM

A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The affirmative vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number of directors is required by law, the Articles of Incorporation or these Bylaws, in which case the contrary provision shall control.

SECTION 9. REMOVAL

Any director may be removed by the shareholders, with or without cause. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

SECTION 10. RESIGNATION

A director may resign at any time by delivering written notice to the Board of Directors, its chairman or the Corporation. A resignation is effective when delivered, unless the notice specifies a later effective date, and the Board of Directors accepts the later date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

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SECTION 11. COMPENSATION

By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting or a stated salary as director. No such payments shall prevent any director from serving the Corporation in any other capacity and receiving compensation for that service. Members of committees may be allowed similar compensation for attending committee meetings.

SECTION 12. COMMITTEES

The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two (2) or more members, who serve at the pleasure of the Board of Directors. Creation of a committee and appointment of members to it shall be approved by a majority of all the directors in office when the action is taken. Any such committee shall have and may exercise such authority as authorized by the Board of Directors in the management of the Corporation except to the extent such delegation of authority is prohibited by law.

SECTION 13. PRESUMPTION OF ASSENT

A director of the Corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors shall be presumed to have assented to the action taken (a) unless the director’s dissent to the action is entered in the minutes of the meeting, (b) unless a written dissent to the action is filed with the person acting as the Secretary of the meeting before the adjournment thereof or forwarded by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting or (c) unless the director objects at the meeting to the holding of the meeting or transacting business at the meeting. The right to dissent shall not apply to a director who voted in favor of the action.

ARTICLE IV

OFFICERS

SECTION 1. DESIGNATION

The officers of this Corporation shall be a President and a Secretary, and shall be appointed by the Board of Directors. The Board of Directors may appoint additional officers or assistant officers, as necessary from time to time including a Treasurer and one or more Vice-Presidents. If not appointed by the Board of Directors, the President may appoint additional officers or assistant officers from time to time. Any two or more offices may be held by the same person.

SECTION 2. ELECTION

The officers shall elected by the Board of Directors at the first meeting after the organization of the corporation and thereafter, at the regular meeting of Directors after the Annual Meeting of the Shareholders, and they shall hold office for one year, unless removed by the Board of Directors, and until their successors are elected.

SECTION 3. COMPENSATION

The compensation of the officers and employees of the corporation shall be fixed by the Board of Directors.

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ARTICLE V

DUTIES OF OFFICERS

SECTION 1. PRESIDENT

The President shall be the chief executive officer of the corporation. The President shall preside at all the meetings of the Shareholders and of the Board of Directors. The President shall execute, with the Secretary, in the name of the corporation, all deeds, bonds, contracts and other obligations and instruments authorized by the Board of Directors to be executed, and with the Secretary shall sign all certificates of stock of the corporation. The President shall also have such other powers and perform such other duties as may be assigned to that office by the Board of Directors.

SECTION 2. VICE PRESIDENT

The Vice President, if such office is created by the Board of Directors, shall assist the President in the performance of the President’s duties; and whenever, for any reason, the President is unable to act, the Vice President shall possess the powers and perform the duties of the President; and, in the event of the death or resignation of the President, the Vice President shall, until a new President is elected by the Board of Directors, possess all the powers and perform all of the duties of the President. The Vice President shall also have such other powers and shall perform such other duties as may be assigned to that office by the Board of Directors.

SECTION 3. SECRETARY

The Secretary shall keep the minutes of all proceedings of the Shareholders and of the Board of Directors in books provided for that purpose. The Secretary shall attend to the giving and service of notice of all meetings of the Shareholders and of the Board of Directors and otherwise. The Secretary shall execute with the President, in the name of the corporation, all deeds, bonds, contracts and other obligations and instruments authorized by the Board of Directors to be executed, and with the President shall sign all certificates for shares of the corporation. The Secretary shall be the custodian of the corporate seal of the corporations; and when so ordered by the Board of Directors shall affix the seal to deeds, bonds, contracts, and other obligations and instruments. The Secretary shall keep and have charge of the journal of the meetings of the shareholders and of the Board of Directors, the stock and transfer book, the book of stock certificates, the Bylaws, and such other books and papers as the Board of Directors may direct. The Secretary shall, in general, perform all the duties incident to the office of Secretary subject to the control of the Board of Directors.

SECTION 4. TREASURER

The Treasurer, if such office is created by the Board of Directors, shall perform such duties as are incident to the office of Treasurer or as are required of the Treasurer by law and by the Board of Directors.

SECTION 5. VACANCIES

If any office becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold office for the unexpired term and until the successor is elected.

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SECTION 6. ABSENCE OR INABILITY TO ACT

In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in such officer’s place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any Director or other person whom it may select.

ARTICLE VI

INDEMNIFICATION

The Corporation shall indemnify, to the fullest extent allowed by law, any director or officer of the Corporation who is made, or who is threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or other (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the director is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employ benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another Corporation, partnership, joint venture, trust or other enterprise. No amendment to these Bylaws that limits the Corporation’s obligation to indemnify directors of the Corporation shall have any effect on such obligation for any act or omission that occurs before the effective date of the amendment or the date on which the officer or director is notified of the amendment, whichever is later. This Article shall not be deemed exclusive of any other provisions for indemnification or advancement of expenses of directors, officers, employees, agents and fiduciaries or specific action of the Board of Directors, vote of shareholders or other document or arrangement.

ARTICLE VII

CORPORATE RECORDS - INSPECTION

SECTION 1. MAINTENANCE OF RECORDS

The Corporation shall maintain adequate and correct books, records and accounts of its business and properties. Except as otherwise provided by law, all of these books, records and accounts shall be kept at its principal office.

SECTION 2. INSPECTION OF BOOKS AND RECORDS

A shareholder of the Corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, all books, records and accounts of the Corporation if the shareholder gives the Corporation written notice of the shareholder’s demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy. The shareholder may inspect and copy such records only if the shareholder’s demand is made in good faith and for a proper purpose; the shareholder describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and the records are directly connected with the shareholder’s purpose.

SECTION 3. INSPECTION OF BYLAWS AND ARTICLES OF INCORPORATION

A shareholder of the Corporation is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, the Articles of Incorporation and all amendments or restatements, the Bylaws and all amendments or restatements and any resolution adopted by the Board of Directors, if the shareholder gives the Corporation written notice of the shareholder’s

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demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy. The Corporation may impose a reasonable charge covering the costs of labor and materials for copies of any documents provided to the shareholder. Such charge may not exceed the estimated cost of production or reproduction of the records.

ARTICLE VIII

STOCK AND CERTIFICATES FOR STOCK

SECTION 1. FORMS

a. Certificates for shares of this corporation shall be issued in such form as shall be provided by the Board of Directors and shall fully comply with the laws of the state of its incorporation. The certificates shall be signed by the President and by the Secretary.

b. Unless the stock of the Corporation has been registered under securities laws, each certificate issued by the Corporation shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO OFFER, SALE, TRANSFER, PLEDGE, OR OTHER DISPOSITION OF THE SECURITIES MAY BE EFFECTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

SECTION 2. RESTRICTIONS ON TRANSFER OF CERTIFICATES

No shareholder shall have the right or power to pledge, sell, assign, convey, transfer, give, devise or otherwise dispose of, whether voluntary or involuntary, any share or shares of the Corporation, without first offering the said share or shares of stock for sale to the Corporation, or if the Corporation does not or cannot purchase the same, then to the remaining shareholder(s) in proportion to their respective stock holdings at the actual price per share at which it is proposed to sell such share or shares of stock. These provisions shall be binding upon any executor, administrator or other legal representative of every shareholder.

SECTION 3. TRANSFER ON THE BOOKS

Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled to that certificate, cancel the old certificate and record the transaction upon its stock transfer books.

SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES

In the event a certificate is represented to be lost, stolen or destroyed, a new certificate shall be issued in place of that certificate upon such proof of the loss, theft or destruction and upon the giving of a bond or other security as may be required by the Board of Directors.

SECTION 5. RULES AND REGULATIONS

The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates. A vote of two-thirds of the stock of the Shareholders shall be sufficient to open the books of the company for subscriptions to

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unsubscribed capital stock and to fix the price at which subscriptions shall be accepted and the amount of such stock.

ARTICLE IX

ACTION WITHOUT MEETING

Any action required to be taken at a meeting of the Shareholders or Directors of this corporation, or any action which may be taken at a meeting of this corporation’s Shareholders or Directors, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all those entitled to participate at such meeting. Such consent shall have the same force and effect as the unanimous vote at a duly called, convened and conducted meeting of the Shareholders or Directors.

ARTICLE X

CONTRACTS WITH INTERESTED DIRECTORS

No contract or other transaction between this corporation and any other corporation shall be affected by the fact that any Director of this corporation is interested in, or is a director or officer of, such other corporation, and any Director, individually or jointly, may be a party to, or may be interested in, any contract or transaction of this corporation or in which this corporation is interested; and no contract or other transaction of this corporation with any person, firm, or corporation, shall be affected by the fact that any Director of this corporation is a party to, or is interested in, such contract, act, or transaction, or in any way connected with such person, firm, or corporation, and every person who may become a Director of this corporation is hereby relieved from any liability that might otherwise exist from contracting with the corporation for the benefit of such person or any firm, association, or corporation in which such person may be in any way interested.

ARTICLE XI

GENERAL PROVISIONS

SECTION 1. AMENDMENT OF BYLAWS

The Board of Directors may amend or repeal these Bylaws, except as otherwise provided by law.

SECTION 2. WAIVER OF NOTICE

Whenever a notice is required to be given to any shareholder or director of this Corporation by law, the Articles of Incorporation or these Bylaws, a written waiver of that notice describing the meeting for which notice is waived and signed by the person entitled to the notice, before or after the meeting stated in the notice, and delivered to the Corporation for inclusion in the minutes of the meeting, shall be equivalent to giving notice.

SECTION 3. ACTION WITHOUT A MEETING

Any action which law, the Articles of Incorporation or these Bylaws require or permit the shareholders or directors to take at a meeting may be taken without a meeting if one or more consents in writing describing the action taken is signed by all of the shareholders or directors entitled to vote on the matter. The consents, which shall have the same effect as a unanimous vote of the shareholders or directors, shall be filed in the records of minutes of the Corporation.

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The action taken is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date.

SECTION 4. EXECUTION OF DOCUMENTS

Unless otherwise specified by resolution of the Board of Directors, any documents may be executed on behalf of the Corporation by the President or other officer or officers as may be designated by the President.

ARTICLE XII

AMENDMENTS, REVISIONS AND REPEAL

The power to amend, revise or repeal these Bylaws, or to adopt new Bylaws, subject to repeal or change by action of the Shareholders, shall be vested in the Board of Directors.

EFFECTIVE DATE: October 26, 2004

        /s/Joseph M. Holsten__________ Joseph M. Holsten ___/s/ Mark T. Spears ___________ Mark T. Spears

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EX-3.37

Exhibit 3.37

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ INVESTMENTS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 2017, AT 7:45 O`CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LKQ INVESTMENTS, INC.”.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

6394072 8100H    Authentication: 204909369

SR# 20224073368    Date: 11-21-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
A STOCK CORPORATION

The undersigned Incorporator, desiring to form a corporation under pursuant to the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the Corporation is LKQ Investments, Inc.        
                .

2.    The Registered Office of the corporation in the State of Delaware is located at
3411 Silverside Road Tatnall Building #104     (street),
in the City of Wilmington    , County of New Castle    
Zip Code 19810    . The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporate Creations Network Inc.            .

3.    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.    The total amount of stock this corporation is authorized to issue is 1000        shares (number of authorized shares) with a par value of $0.01               per share.

5.    The name and mailing address of the incorporator are as follows:

Name Victor Casini            
Mailing Address 500 West Madison Street, Suite 2800        Chicago, Illinois         Zip Code 60661    

By:	/s/ Victor Casini
	Incorporator

Name:	Victor Casini
	Print or Type

EX-3.38

Exhibit 3.38

AMENDED AND RESTATED BYLAWS

OF

LKQ INVESTMENTS, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Investments, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

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more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

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Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

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entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

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Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.39

Exhibit 3.39

California Secretary of State

Business Programs Division

1500 11th Street, Sacramento, CA 95814

Request Type: Certified Copies Entity Name: LKQ LAKENOR AUTO & TRUCK         SALVAGE, INC. Formed In: CALIFORNIA Entity No.: 2127043 Entity Type: Stock Corporation - CA - General Issuance Date: 11/28/2022 Copies Requested: 1 Receipt No.: 002994276 Certificate No.: 062227319

Document Listing

Reference #	Date Filed	Filing Description	Number of Pages
23183498-1 23183499-1 23183501-1	12/04/1998 01/27/1999 11/20/2001	Initial Filing Legacy Merger Amendment	1 5 1

** **** ****** ******** End of list ******** ****** **** **

I, SHIRLEY N. WEBER, PH.D., California Secretary of State, do hereby certify on the Issuance Date, the attached document(s) referenced above are true and correct copies and were filed in this office on the date(s) indicated above.

IN WITNESS WHEREOF, I execute this

certificate and affix the Great Seal of the

State of California on November 28, 2022.

/s/ Shirley N. Weber
SHIRLEY N. WEBER, PH.D.
Secretary of State

To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at bizfileOnline.sos.ca.gov.

ARTICLES OF INCORPORATION

OF

LKQ Lakenor Auto Company

FIRST:	That the name of the corporation is LKQ Lakenor Auto Company
SECOND:	The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
THIRD:	The name of this corporation’s initial agent for service of process in the State of California is: CT Corporation System
FOURTH:	The total number of shares which the corporation is authorized to issue is one thousand (1,000); all of such shares shall be with a par value per share of $0.01

IN WITNESS WHEREFORE, the undersigned has executed the Articles this 1st day of December, 1998.

/s/ Daniel Hemmer

Daniel Hemmer, Incorporator

AGREEMENT OF MERGER

This Agreement of Merger is entered into between LKQ LAKENOR AUTO COMPANY, a corporation duly organized and existing under the laws of the state of California, herein called the “surviving corporation”, and CADNCHEV, INC., a corporation duly organized and existing under the laws of the state of California, herein called the “merging corporation”.

1.    The merging corporation shall be merged into the surviving corporation.

2.    Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger are: Article First of the Articles of Incorporation of the surviving corporation, is amended as follows: The name of this corporation is

LAKENOR AUTO & TRUCK SALVAGE, INC.

3.    The terms and conditions of the merger are as follows:

In accordance with Section 1107 of the California Corporations Code, the merging corporation will be merged with and into the surviving corporation. Following the merger, the surviving corporation shall continue as the surviving corporation and the separate existence of the merging corporation shall cease. The Articles of Incorporation of the surviving corporation shall be the articles of incorporation of the surviving corporation of the merger. The bylaws of the merging corporation shall be the bylaws of the surviving corporation. The directors of the surviving corporation shall be the directors of the surviving corporation of the merger. The merger shall become effective at the time of filing of this Agreement of Merger.

4.    The manner of converting the shares of each constituent into shares or other securities of the surviving corporation, and, if any shares of any of the constituent corporations are not to be converted solely into shares or other securities of the surviving corporation, the cash, property, rights or securities of any corporation which the holders of such shares are to receive in exchange for the shares are as follows:

Each share of surviving corporation common stock issued and outstanding immediately prior to the effective time shall remain issued and outstanding.

Each issued and outstanding share of merging corporation common stock immediately prior to the effective time shall be converted into the right to receive from the surviving corporation (i) $65.00 in cash and (ii) six shares of Common Stock, par value $.01 per share, of LKQ (the “LKQ Common Stock”).

5.    Any other details or provisions are as follows: None

IN WITNESS WHEREOF the parties have executed this Agreement as of the 31st day of December, 1998.

LKQ LAKENOR AUTO COMPANY

By: /s/    Thomas B. Raterman        

Its: Vice President

By: /s/    Victor M. Casini        

Its: Secretary

CADNCHEV, INC.

By: /s/    Alex Lieberman        

Its: President

By: /s/    Herbert Lieberman        

Its: Secretary

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER.

ALEX LIEBERMAN and HERBERT R. LIEBERMAN certify that:

1.    They are the President and Secretary, respectively, of CADNCHEV, INC., a California corporation.

2.    The Agreement of Merger in the form attached was duly approved by the Board of Directors and shareholders of the Corporation.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the Corporation.

4.    There is only one class of shares and the number of shares outstanding is 30,000.

We further declare under penalty of perjury under the laws of the State of California, that the matters set forth in this Certificate are true and correct of our own knowledge.

DATED: December 31, 1998
	/s/ Alex Lieberman
	ALEX LIEBERMAN, President
	/s/ Herbert Lieberman
	HERBERT LIEBERMAN, Secretary

CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

Thomas B. Raterman and Victor M. Casini certify that:

1.    They are the Vice President and Secretary, respectively of LKQ LAKENOR AUTO COMPANY, a California corporation

2.    The Agreement of Merger in the form attached was duly approved by the board of directors and shareholders of the corporation.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares and the number of shares outstanding is 1,000.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of own knowledge.

December 31, 1998.
	/s/ Thomas B. Raterman
	Thomas B Raterman, Vice President
	/s/ Victor M. Casini
	Victor M. Casini, Secretary

ARTICLES OF INCORPORATION

OF

LKQ Lakenor Auto Company

FIRST:	That the name of the corporation is LKQ Lakenor Auto Company
SECOND:	The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
THIRD:	The name of this corporation’s initial agent for service of process in the State of California is:             CT Corporation System
FOURTH:	The total number of shares which the corporation is authorized to issue is one thousand (1,000); all of such shares shall be with a par value per share of $0.01

IN WITNESS WHEREFORE, the undersigned has executed the Articles this 1st day of December, 1998.

/s/ Daniel Hemmer

Daniel Hemmer, Incorporator

EX-3.40

Exhibit 3.40

AMENDED AND RESTATED BYLAWS

OF

LKQ LAKENOR AUTO & TRUCK SALVAGE, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Lakenor Auto & Truck Salvage, Inc. (the “Corporation”) may have such offices, including registered offices, at such places both within and outside the State of California as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of California as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the members of the Board of Directors then in office, or the holder of shares of the Corporation’s capital stock entitled to cast not less than 10 percent of the votes at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice of meetings may be given by any means described in Section 118 of the California Corporations Code.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment provided that any action taken, other than adjournment, shall be approved by at least a majority of the shares required to constitute a quorum. If, however, such majority shall not be present or represented at any meeting of the stockholders, the vote of a majority of the shares represented either in person or by proxy, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (or by means of remote

communications), and notice need not be given of any such adjourned meeting if the time and place (if any) thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by applicable law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    members of the Board of Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    whenever any corporate action other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders of the Corporation, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of capital stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such stockholder and bearing a date not more than eleven months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by applicable law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation. Such notice shall be delivered in compliance with Section 601(b) and Section 603(b)(2) of the California Corporations Code.

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Section 9.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If any meeting of the stockholders is adjourned for more than 45 days from the date set for the original meeting, the Board of Directors shall fix a new record date for determining the stockholders entitled to notice of and to vote at such adjourned meeting. If no record date is fixed:

(a)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

(b)    the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

(c)    the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 10.    Consent of Absentees.The transactions of any meeting of stockholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more stockholders has given notice at the meeting prior to the voting of the stockholder’s intent to cumulate the stockholder’s votes, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder’s shares are normally entitled, or distribute the stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation and Section 212(a) of the California Corporations Code, the number of directors which shall

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constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. Directors must be natural persons.

Section 3.    Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If one or more directors are so removed at a meeting of stockholders, the stockholders may elect new directors at the same meeting.

Section 5.    Vacancies. Except for a vacancy created by the removal of a director, all vacancies on the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California Corporations Code, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the stockholders. Vacancies created by the removal of a director may be filled only by approval of the stockholders. The stockholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of California.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice on such dates and at such times and places, if any, within or without the State of California, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, or the Secretary or any two directors. Written notice of the time and place of all special meetings of the Board of Directors shall be

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delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means to each director at least 48 hours before the meeting, or sent to each director by first class mail, postage prepaid, at least four days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, a majority of the Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the Board of Directors or committee present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If the Board of Directors consists of only one director, such sole director shall constitute a quorum. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

Section 10.    Manner of Acting.

(a)    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the Corporation (other than conference telephone and electronic video screen communication), presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently; and (ii) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

(b)    Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law (including Section 307(b) of the California Corporations Code) any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ny such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve any action that requires approval of the stockholders or approval of the outstanding shares under applicable law, (ii) fill vacancies on the Board of Directors or any committee, (iii) fix the compensation of directors for service on the Board of Directors or any committee, (iv) amend or repeal bylaws or adopt new bylaws, (v) adopt, amend or repeal any resolution of the full Board of Directors that by its express terms is not so amendable or repealable, (vi) authorize distributions to stockholders, except at a rate, in a periodic amount, or within a range set out in the Articles of Incorporation or determined by the Board of Directors, or (vii) appoint other committees or members of other committees.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 3 hereof. At the time of the appointment of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by Section 312(a) of the California Corporations Code.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

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Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice by the Board of Directors or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a member of the Board of Directors.

Section 7.    Chairman of the Board. The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall, in addition be the Chief Executive Officer of the Corporation, and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book or electronic record to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Secretary shall keep in safe custody the seal of the Corporation (to the extent the Board of Directors

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determines to cause the Corporation to have a seal), and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.    Chief Financial Officer and Assistant Chief Financial Officers.

(a)    The Chief Financial Officer (who shall also be the Treasurer if the Board of Directors does not designate another officer to hold that office) shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall assign.

(b)    The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Chief Financial Officer shall keep and maintain the Corporation’s books of account and shall render to the Chairman of the Board or the President, and the Board of Directors an account of all of their transactions as Chief Financial Officer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chairman of the Board or the President, or the Board of Directors at any time.

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(c)    The Assistant Chief Financial Officer or if there shall be more than one, the Assistant Chief Financial Officers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Chief Financial Officer designated by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder of capital stock in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by the California Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of capital stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate with respect to capital stock of the Corporation to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the California Corporations Code.

Section 6.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of capital stock subject to the provisions of the California Corporations Code.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of California, and such other records required by law, shall be kept in such place or places either within or without the State of California as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders of the Corporation entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the

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Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the Board of Directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Manner of Giving Notice. Whenever, under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any member of the Board of Directors or any stockholder of the Corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mailing (as such term is defined in Section 113 of the California Corporations Code) addressed to such member of the Board of Directors or stockholder, at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails, postage prepaid. Any other notice shall be deemed to have been given in accordance with Section 118 of the California Corporations Cde. Notice to members of the Board of Directors or, subject to the terms of the California Corporations Code, stockholders of the Corporation, may also be given in the manner described in Section 118 of the California Corporations Code.

Section 7.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.    Annual Report. The Annual Report to stockholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 stockholders.

Section 9.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 10.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

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Section 11.    Amendment. Bylaws may be adopted, amended, or repealed by the vote or the written consent of stockholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of stockholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw or amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 12.    Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Article VI, Section 15 shall have the same meaning as such terms in said Section 317.

Section 13.    Amendment and Restatement. These Bylaws shall be deemed to supersede and replace any bylaws of the Corporation which may have existed prior to the date set forth on the cover page of these Bylaws. Any and all such prior bylaws are hereby terminated ab initio and shall have no further force or effect.

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EX-3.41

Exhibit 3.41

Delaware The First State Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ MIDWEST, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SIXTH DAY OF JANUARY, A.D. 2000, AT 1 O`CLOCK P.M.

CERTIFICATE OF AGREEMENT OF MERGER, FILED THE TWENTY-SIXTH DAY OF AUGUST, A.D. 2003, AT 7:59 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SECOND DAY OF MARCH, A.D. 2005, AT 7:49 O`CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2016, AT 8:30 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE NINETEENTH DAY OF DECEMBER, A.D. 2018, AT 2:14 O`CLOCK P.M.

3155231 8100H SR# 20224163523		Authentication: 204995004 Date: 12-02-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware The First State Page 2

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2018.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "LKQ SMART PARTS, INC." TO "LKQ MIDWEST, INC.", FILED THE EIGHTH DAY OF OCTOBER, A.D. 2019, AT 4:55 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE EIGHTEENTH DAY OF DECEMBER, A.D. 2019, AT 4:09 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF NOVEMBER, A.D. 2020, AT 5:15 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CERTIFICATE OF MERGER, FILED THE FIRST DAY OF DECEMBER, A.D. 2020, AT 2:51 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

3155231 8100H SR# 20224163523		Authentication: 204995004 Date: 12-02-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware The First State Page 3

CERTIFICATE OF MERGER, FILED THE FIRST DAY OF DECEMBER, A.D. 2020, AT 2:57 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF APRIL, A.D. 2021, AT 2:49 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF APRIL, A.D. 2021, AT 2:52 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 2021, AT 9:44 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-NINTH DAY OF APRIL, A.D. 2021, AT 11:14 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE SECOND DAY OF JULY, A.D. 2021, AT 9:37 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF JUNE, A.D. 2022, AT 2:11 O`CLOCK P.M.

3155231 8100H SR# 20224163523		Authentication: 204995004 Date: 12-02-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware The First State Page 4

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LKQ MIDWEST, INC.”.

3155231 8100H SR# 20224163523		Authentication: 204995004 Date: 12-02-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

LKQ SMART PARTS, INC.

1.The name of the corporation is: LKQ Smart Parts, Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade. deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions. improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase. subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, chooses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote therein, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise money for any of the purposes of the corporation and from time to time without limit as to amount, to draw, make, accept endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation. whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal In and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation's property and assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed. be in nowise limited or restricted by reference to, or inference from. the terms of any other clause in this Certificate of Incorporation. but the business and purposes specified in each of the foregoing clauses of this article snail be regarded as independent business and purposes.

4.The total number of shares of stock which the corporation shall have authority to issue is: One Thousand (1,000) and the par value of each of such shares is .01 Dollars ($0.01) amounting in the aggregate to Ten Dollars ($10.00).

At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him. and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

The holders of majority shall, upon the issuance or sale of shares of stock of any class (whether now or hereafter authorized) or any securities convertible into such stock, have the right, during such period of time and on such conditions as the board of directors shall prescribe, to subscribe to and purchase such shares or securities in proportion to their respective holding, at such price or prices as the board of directors may from time to time fix and as may be permitted by law.

5.The name and mailing address of each incorporator is as follows:

NAME                MAILING ADDRESS

Daniel J. Hemmer    676 N. Michigan Avenue
Suite 4000
Chicago, IL 60611

6.The corporation is to have perpetual existence.

7.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation. shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation

of a dissolution or amending the by-laws of the corporation; and, unless the resolution or by-laws expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with law, to sell. lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8.Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

9.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 6th day of January, 2000.

_/s/ Daniel J. Hemmer_____________
Daniel J. Hemmer, Secretary

AGREEMENT OF MERGER

AGREEMENT OF MERGER, dated this 12th day of January, 2000, pursuant to Section 252 of the General Corporation Law of the State of Delaware, between LKQ Smart Parts, Inc., a Delaware corporation and Hustisford Auto Co., a Wisconsin corporation.

WITNESSETH that:

WHEREAS, all of the constituent corporations to merge into a single corporation; and

NOW, THEREFORE, the corporations, parties to this Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

FIRST: LKQ Smart Parts, Inc., a Delaware corporation, hereby merges into itself Hustisford Auto Co., a Wisconsin corporation, and said Hustisford Auto Co., a Wisconsin corporation, shall be and hereby is merged into LKQ Smart Parts, Inc., a Delaware corporation, which shall be the surviving corporation.

SECOND: The Certificate of Incorporation of LKQ Smart Parts, Inc., a Delaware corporation, as heretofore amended and is in effect on the date of the merger provided in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

THIRD: The manner of converting the outstanding shares of the capital stock of each of the constituent corporations into shares or other securities of the surviving corporation shall be as follows:

(a)Each share of common stock of the surviving corporation, which shall be issued and outstanding on the effective date of this Agreement, shall remain issued and outstanding.

(b)Each share of common stock of the merged corporation which shall be outstanding on the effective date of this Agreement, all rights in respect thereto shall forthwith be changed and converted into one share of common stock of the surviving corporation.

(c)After the effective date of this Agreement, each holder of an outstanding certificate representing shares of common stock of the merged corporation shall surrender the same to the surviving corporation and each such holder shall be entitled upon such surrender to receive the number of shares of common stock of the surviving corporation on the basis provided herein. Until so surrendered, the outstanding shares of stock of the merged corporation to be converted into the stock of the surviving corporation as provided herein, may be treated by the surviving corporation for all corporate purposes as evidencing the ownership of shares of the surviving corporations as though said surrender and exchange had take place. After the effective date of this Agreement, each registered owner of any uncertificated shares of common stock of the merged corporation shall have said shares of cancelled and said registered owner shall be

entitled to the number of common shares of the surviving corporation on the basis provided herein.

FOURTH: The terms and conditions of the merger are as follows:

(a)The by-laws of the surviving corporation as they shall exist on the effective date of this Agreement shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended and repealed as therein provided.

(b)The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

(c)This merger shall become effective upon filing with the Secretary of State of Delaware. However, for all accounting purposes of the effective date of the merger shall be as of the close of business on January 12, 2000.

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Board of Directors have caused these presents to be executed by the Presidents of each party hereto as the respective act, deed and agreement of said corporations on this 12th day of January, 2000.

LKQ Smart Parts, Inc.,

a Delaware corporation

By _/s/ Joseph M. Holsten_________

Joseph M. Holsten, President

Hustisford Auto Co.,

A Wisconsin corporation

By _/s/ Joseph M. Holsten_________

Joseph M. Holsten, President

I, Daniel J. Hemmer Secretary of LKQ Smart Parts, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary, that the Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of Hustisford Auto Co., a corporation of the State of Wisconsin, was duly adopted pursuant to section 228 of Title 8 of the Delaware Code by the unanimous written consent of the stockholders holding all 100 shares of the capital stock of the corporation issued and outstanding, which Agreement of Merger was thereby adopted as to the act of the stockholders of said LKQ Smart Parts, Inc. and the duly adopted agreement and act of the aid corporation.

WITNESS, my hand on the 12th day of January, 2000,

__/s/ Daniel J. Hemmer_______________
Daniel J. Hemmer, Secretary

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

1.The name of the corporation (hereinafter called the “Corporation”) is LKQ Smart Parts, Inc.

2.The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, Suite 1B, City of Dover 19901, County of Kent.

3.The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4.The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on. 2/18/2005

_/s/ Walter P. Hanley__________
Walter P. Hanley
Secretary

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is LKQ Smart Parts, Inc.____________________________ _____________________________________________________________________________.

2.    The Registered Office of the corporation in the State of Delaware is changed to
__3411 Silverside Road Rodney Building #104_______________________________________ ________________________(street), in the City of Wilmington__________________________, County of __New Castle_______________Zip Code __19810_________________. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporate Creations Network Inc.________________________________________________.

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation,

By:	/s/ Jessica Morales
	Authorized Officer
Name:	Jessica Morales, Special Secretary
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Smart Parts, Inc.____________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is Akron Airport Properties, Inc.______, ________a Ohio___corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Smart Parts, Inc.___________________________________________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________

____1,000 at $0.01______________________________________________________________.

SIXTH: The merger is to become effective on 12/31/2018______________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street________________

Suite 2800 Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the ____18th_______ day of ____December_____, A.D., 2018.

By:	/s/ Matthew J. McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of

LKQ Smart Parts, Inc.___________________________________________________________

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First_____________” so that, as amended, said Article shall be and read as follows:

First: The name of the corporation is LKQ Midwest, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this ______27th______ day of September, 2019__.

By:	/s/ Matthew McKay
	Authorized Officer
Title:	Secretary
Name:	Matthew McKay
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATIONS

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Midwest, Inc.__________________ ____________________________________________, and the name of the corporation being merged into this surviving corporation is LKQ Tire & Recycling, Inc.___________________ ________________________________________________.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc. ________________ ______________________________________________________ a Delaware corporation.

FOURTH: The. Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective on upon filing____________________________.

SIXTH: The Agreement of Merger is on file at 500 W. Madison Street___________________ Suite 2800, Chicago, IL 60661__________________________________, the place of business of the surviving corporation.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the ____18th______ day of December________, A.D., 2019____.

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Midwest, Inc.____________________ _____________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ of Michigan, Inc._____, a Michigan_______ corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc.___________________ ______________________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is __________ ______1000 at no par value___________________________________________________.

SIXTH: The merger is to become effective on 12/31/2020_________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street, Suite 2800,____ Chicago, IL 60661______________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 11th day of November , A.D., 2020 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Midwest, Inc.___________________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ West Michigan, Inc. , a Michigan corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc.____________________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________ 1000 at no par value__________________________________________________________.

SIXTH: The merger is to become effective on 12/31/2020

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 1st____ day of December A.D., 2020 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ MIDWEST, INC._______________ _____________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ TriplettASAP, Inc. , a Ohio corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ MIDWEST, INC. ______________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________ 1000 at no par value__________________________________________________________.

SIXTH: The merger is to become effective on 12/31/2020___________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 1st____ day of December A.D., 2020 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Midwest, Inc.___________________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ of Indiana, Inc. , a Indiana corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc. ______________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________ 1,000 no par value__________________________________________________________.

SIXTH: The merger is to become effective on upon filing___________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 7th___ day of April A.D., 2021 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Midwest, Inc.___________________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ Great Lakes Corp. , a Indiana corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc.______________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________ 1,000 no par value__________________________________________________________.

SIXTH: The merger is to become effective on upon filing___________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 7th___ day of April A.D., 2021 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ MIDWEST, INC. ___________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is A-Reliable Auto Parts & Wreckers, Inc. , a Illinois corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc. ______________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________ 1,000 common, .0000 par value____________________________________________________.

SIXTH: The merger is to become effective on upon filing___________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street, Suite 2800, Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 27th___ day of April A.D., 2021 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ MIDWEST, INC. __________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ Metro, Inc. , a Illinois corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ MIDWEST, INC. ______________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is 1000 no par value__________________________________________________________.

SIXTH: The merger is to become effective on upon filing___________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 28th___ day of April A.D., 2021 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Midwest, Inc.___________________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ Minnesota, Inc. , a Minnesota corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc. ______________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________ 1000 no par value_________________________________________________________.

SIXTH: The merger is to become effective on upon filing___________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 1st___ day of July A.D., 2021 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Midwest, Inc.___________________________________________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ West Michigan Auto Parts, Inc. , a Michigan corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Midwest, Inc. ______________ ___________________________________________, a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is _____________ 50,000 common stock, $1 par value per share_____________________________________.

SIXTH: The merger is to become effective on 6/30/2022___________________________.

SEVENTH: The Agreement of Merger is on file at 500 W. MADISON STREET STE 2800, CHICAGO, IL 60661__________________________________________, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 30th day of June A.D., 2022 .

By:	/s/ Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

EX-3.42

Exhibit 3.42

AMENDED AND RESTATED BYLAWS

OF

LKQ MIDWEST, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Midwest, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

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more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

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Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

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entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

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Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.43

Exhibit 3.43

Delaware	Page 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ NORTHEAST, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF CONVERSION, FILED THE THIRTEENTH DAY OF JUNE, A.D. 2017, AT 1:17 O’CLOCK P.M.

CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF JUNE, A.D. 2017, AT 1:17 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE NINETEENTH DAY OF DECEMBER, A.D. 2018, AT 1:28 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2018.

CERTIFICATE OF MERGER, FILED THE NINETEENTH DAY OF DECEMBER, A.D. 2018, AT 1:33 O’CLOCK P.M.

		/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
6444370 8100H		Authentication: 204909368
SR# 20224073370		Date: 11-21-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware	Page 2
The First State

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2018.

CERTIFICATE OF MERGER, FILED THE TWENTIETH DAY OF DECEMBER, A.D. 2018, AT 3:23 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2018.

CERTIFICATE OF MERGER, FILED THE TWENTIETH DAY OF DECEMBER, A.D. 2018, AT 3:25 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2018.

CERTIFICATE OF MERGER, FILED THE FIRST DAY OF NOVEMBER, A.D. 2019, AT 5:01 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF JANUARY, A.D. 2020, AT 2:59 O’CLOCK P.M.

		/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
6444370 8100H		Authentication: 204909368
SR# 20224073370		Date: 11-21-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware	Page 3
The First State

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE EIGHTH DAY OF JANUARY, A.D. 2020.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LKQ NORTHEAST, INC.”.

		/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
6444370 8100H		Authentication: 204909368
SR# 20224073370		Date: 11-21-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE CORPORATION
TO A DELAWARE CORPORATION
PURSUANT TO SECTION 265 OF THE
DELAWARE GENERAL CORPORATION LAW

1.)    The jurisdiction where the Non-Delaware Corporation first formed is
Pennsylvania    .

2.)    The jurisdiction immediately prior to filing this Certificate is Pennsylvania    .

3.)    The date the Non-Delaware Corporation first formed is 03/08/2002    .

4.)    The name of the Non-Delaware Corporation immediately prior to filing this Certificate is LKQ Northeast, Inc.    .

5.)    The name of the Corporation as set forth in the Certificate of Formation is LKQ Northeast, Inc.    .

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate on the 8th day of June, A.D. 2017.

By: /s/ Matthew McKay    

Name: Matthew McKay    
    Print or Type

Title: Secretary    
    Print or Type

STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION

•First: The name of this Corporation is LKQ Northeast, Inc .    
    

•Second: Its registered office in the State of Delaware is to be located at 3411 Silverside     Road Tatnall Building #104 Street, in the City of Wilmington County of New Castle Zip Code 19810   .

The registered agent in charge thereof is    
Corporate Creations Network Inc.    .

•Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

•Fourth: The amount of the total stock of this corporation is authorized to issue is 1,000shares (number of authorized shares) with a par value of $0.01 per share.

•Fifth: The name and mailing address of the incorporator are as follows:
Name .LKQ Corporation    
Mailing Address 500 W. Madison Street Suite 2800    
Chicago, IL Zip Code 60661

•I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this
8th day of June, A.D. 2017.

By: /s/ Matthew McKay    
    (Incorporator) Name: Matthew McKay, Secretary    
    (type or print)

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ NORTHEAST, INC., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ Gorham Auto Parts Corp., a Maine corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ NORTHEAST, INC., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is 1,000 at $0.01.

SIXTH: The merger is to become effective on 12/31/2018.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800 Chicago IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 18th day of December, A.D., 2018.

By: /s/ Matthew McKay    
    Authorized Officer

Name: Matthew McKay    
    Print or Type

Title: Secretary    

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ NORTHEAST, INC., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ Route 16 Used Auto Parts, Inc., a Massachusetts corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ NORTHEAST, INC., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is 1,000 at no par value.

SIXTH: The merger is to become effective on 12/31/2018.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800 Chicago IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 18th day of December, A.D., 2018.

By: /s/ Matthew McKay    
    Authorized Officer

Name: Matthew McKay    
    Print or Type

Title: Secretary    

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ NORTHEAST, INC., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ Hunts Point Auto Parts Corp., a New York corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Northeast, Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is .

SIXTH: The merger is to become effective on 12/31/2018.

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800 Chicago IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 18th day of December, A.D., 2018.

By: /s/ Matthew McKay    
    Authorized Officer

Name: Matthew McKay    
    Print or Type

Title: Secretary    

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATION AND
FOREIGN LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Northeast, Inc., a Delaware corporation, and the name of the limited liability company being merged into this surviving corporation is LKQ SOUTHWICK LLC a (list jurisdiction) Massachusetts limited liability company.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is LKQ Northeast, Inc.    
    .

FOURTH: The merger is to become effective on 12/31/2018.

FIFTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800 Chicago IL 60661, an office of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 18th day of December, A.D., 2018.

By: /s/ Matthew McKay    
    Authorized Officer

Name: Matthew McKay    
    Print or Type

Title: Secretary    

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ NORTHEAST, INC., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ Broadway Auto Parts, Inc., a New York corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ NORTHEAST, INC., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is 200 – No Par Value    .

SIXTH: The merger is to become effective on 11/1/2019    .

SEVENTH: The Agreement of Merger is on file at 500 W. MADISON STREET SUITE 2800, CHICAGO, ILLINOIS, 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 1st day of November, A.D., 2019.

By: /s/ Matthew McKay    
    Authorized Officer

Name: Matthew McKay    
    Print or Type

Title: Secretary    

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Northeast, Inc., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is LKQ 250 Auto, Inc., a Ohio corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Northeast, Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is 1000 common at $.01    .

SIXTH: The merger is to become effective on 1/08/2020    .

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 7th day of January, A.D., 2020.

By: /s/ Matthew McKay    
    Authorized Officer

Name: Matthew McKay    
    Print or Type

Title: Secretary    

EX-3.44

Exhibit 3.44

AMENDED AND RESTATED BYLAWS

OF

LKQ NORTHEAST, INC.

Adopted as of July 28, 2020

ARTICLE I
OFFICES

LKQ Northeast, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each

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stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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ARTICLE V
STOCK

Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise

9

provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal

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affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.45

Exhibit 3.45

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ PICK YOUR PART CENTRAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF CONVERSION, FILED THE EIGHTH DAY OF MAY, A.D. 2020, AT 1:39 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF MAY, A.D. 2020, AT 1:39 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATESON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LKQ PICK YOUR PART CENTRAL, LLC”.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

7962378 8100H    Authentication: 204909474

SR# 20224074266    Date: 11-21-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE LIMITED LIABILITY COMPANY TO
A DELAWARE LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.)    The jurisdiction where the Non-Delaware Limited Liability Company first formed is Colorado    .

2.)    The jurisdiction immediately prior to filing this Certificate is Colorado    .

3.)    The date the Non-Delaware Limited Liability Company first formed is 12/21/2006    .

4.)    The name of the Non-Delaware Limited Liability Company immediately prior to filing this Certificate is LKQ Pick Your Part Central, LLC    .

5.)    The name of the Limited Liability Company as set forth in the Certificate of Formation is LKQ Pick Your Part Central, LLC    .

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 8th day of May, A.D. 2020.

By:     /s/ Carlos M Alvarez    
    Authorized Person

Name: Carlos M Alvarez, Special Secretary    
    Print or Type

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.    The name of the limited liability company is LKQ Pick Your Part Central, LLC    
        .

2.    The Registered Office of the limited liability company in the State of Delaware is located at 3411 Silverside Road Tatnall Building #104     (street),
in the City of Wilmington     Zip Code 19810    . The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporate Creations Network Inc.        
                .

By:     /s/ Carlos M Alvarez    
    Authorized Person

Name: Carlos M Alvarez, Special Secretary    
    Print or Type

EX-3.46

Exhibit 3.46

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

LKQ PICK YOUR PART CENTRAL, LLC

(a Delaware Limited Liability Company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT OF LKQ PICK YOUR PART CENTRAL, LLC, a Delaware limited liability company (the "Company"), is made and effective as of the Effective Date, as defined below, by LKQ Central, Inc., a Delaware corporation (the "Member"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the "Act").

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this "Agreement"):

1.    Name. The name of the limited liability company formed hereby is LKQ PICK YOUR PART CENTRAL, LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on May 8, 2020, being the date the initial Certificate of Formation of the Company was filed with the Office of the Secretary of State of the State of Delaware, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Delaware is located at 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporate

Creations Network Inc., 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

6.    Admission of Member. The Member is the sole member of the Company in respect of 100% of the Interest (as hereinafter defined).

7.    Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, an "Interest"), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company's Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.    Indemnification. Unless otherwise provided in this Section 10(b), the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a "Covered Person'' and collectively, the "Covered Persons") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys' fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. Notwithstanding the provisions of this Section 10(b), this Section 10(b) shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

c.    Elimination of Duties and Liability. Notwithstanding any other provision of this Agreement or anything otherwise existing at law (whether common or statutory), in equity or otherwise, to the fullest extent permitted by applicable law, in taking actions for, on behalf or in respect of, or relating or with respect to the Company, including,

without limitation, causing the Company to take or refuse to take any action in respect of any matter, and for all other purposes, no Covered Person shall have any duties (including any fiduciary duties), whether direct or indirect, or any liabilities relating thereto, to the Company, any Member or any other person or entity that is a party to or is otherwise bound by this Agreement, including, without limitation, any duty (including any fiduciary duty) to consider any interests of or factors affecting the Company, any Member or any other person or entity, and such Covered Person shall be entitled to consider such interests and factors as it desires, including its own interests, any such duties (including fiduciary duties) and liabilities relating thereto, if any, being hereby eliminated to the fullest extent permitted by applicable law (and provided, however, that nothing in this Agreement shall be construed as eliminating the implied contractual covenant of good faith and fair dealing or liability for any act or omission that constitutes a bad faith violation thereof).

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation.The Member shall not receive compensation for services rendered to the Company.

16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.    Distributionsupon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company's liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company's creditors to the extent required by Section 18-804 of the Act.

18.    Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Delaware state court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (b)

consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, "Default Rule" shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company's certificate of formation or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 18-20l(d) of the Act, this Agreement shall be effective as of August 30, 2023(the "Effective Date").

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

LKQ Central, Inc., Inc., a Delaware corporation

By: /s/Walter Hanley    
Name: Walter Hanley    
Title: Vice President    

EX-3.47

Exhibit 3.47

Delaware

Page 1

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT

COPIES OF ALL DOCUMENTS ON FILE OF “LKQ PICK YOUR PART MIDWEST,

LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF CONVERSION, FILED THE TENTH DAY OF OCTOBER,

A.D. 2019, AT 1:54 O'CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE TENTH DAY OF OCTOBER,

A.D. 2019, AT 1:54 O'CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TENTH DAY OF OCTOBER, A.D.

2019, AT 2:43 O'CLOCK P.M.

CERTIFICATE OF CORRECTION, FILED THE SECOND DAY OF DECEMBER,

A.D. 2019, AT 4:06 O'CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF

NOVEMBER, A.D. 2020, AT 5:11 O'CLOCK P.M.

Delaware

Page 2

The First State

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF

NOVEMBER, A.D. 2020, AT 5:13 O'CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF APRIL,

A.D. 2021, AT 5:19 O'CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE SECOND DAY OF JULY, A.D.

2021, AT 9:34 O'CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

AFORESAID LIMITED LIABILITY COMPANY, “LKQ PICK YOUR PART

MIDWEST, LLC”.

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE LIMITED LIABILITY COMPANY TO
A DELAWARE LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.) The jurisdiction where the Non-Delaware Limited Liability Company first formed is Illinois.

2.) The jurisdiction immediately prior to filing this Certificate is Illinois.

3.) The date the Non-Delaware Limited Liability Company first formed is 11/05/2018.

4.) The name of the Non-Delaware Limited Liability Company immediately prior to filing this Certificate is U-Pull-It, North, LLC.

5.) The name of the Limited Liability Company as set forth in the Certificate of Formation is LKQ Pick Your Part Midwest, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 9th day of October, A, D. 2019.

By:___________/s/ Matthew J. McKay________

Authorized person

Name: ________Matthew J. McKay_________

Print or Type

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

First: The name of the limited liability company is

LKQ Pick Your Part Midwest, LLC    

Second: The address of its registered office in the State of Delaware is 3411

Silverside Road Tatnall Building #104 in the City of Wilmington    
Zip Code 19810.

The name of its Registered agent at such address is

Corporate Creations Network Inc.    

Third: (Insert any other matters the members determine to include herein.)

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation this 9th day of October, 2019.

By:___________/s/ Matthew J. McKay________

Authorized person(s)

Name: ________Matthew J. McKay_________

Typed or Printed

SR 201

State of Delaware
Certificate of Merger of a Foreign Limited Liability Company
into a Domestic Limited Liability Company

Pursuant to Title 6. Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company is __________________________

LKQ Pick Your Part Midwest, LLC, a Delaware Limited Liability Company.

Second: The name of the Limited Liability Company being merged into this surviving Limited Liability Company is Scrap Processors, LLC    

The jurisdiction in which this Limited Liability Company was formed is Illinois.

Third: The Agreement of Merger has been approved and executed by both Limited

Liability Companies.

Fourth: The name of the surviving Limited Liability Company is

LKQ Pick Your Part Midwest, LLC     .

Fifth: The executed agreement of merger is on file at

500 W. Madison Street, Suite 2800 Chicago, IL 60661     ,

the principal place of business of the surviving Limited Liability Company.

Sixth: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed, by an authorized person, this 27th day of September, A.D., 2019.

By:___________/s/ Matthew McKay________

Authorized person

Name: ________Matthew McKay_________

Print or Type

State of Delaware
Certificate of Correction
of a Limited Liability Company
to be filed pursuant to Section 18-211(a)

1.    The name of the Limited Liability Company is: LKQ Pick Your Part Midwest, LLC.

2.    That a Certificate of Merger was filed by the Secretary of State of Delaware on 10/10/2019, that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.

3.    The inaccuracy or defect of said Certificate is: (must give specific reason)

The certificate of merger between Scrap Processors, LLC and LKQ Pick Your Part Midwest, LLC (survivor) was filed in error. The filer did not authorize to file.

4.    The Certificate is hereby corrected to read as follows:

The Certificate of Merger is rendered null and void.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 2nd day of December A.D. 2019.

By:__________/s/ Carlos M Alvarez______

Authorized person

Name: Carlos M Alvarez, Special Manager

Print or Type

State of Delaware
Certificate of Merger of a Foreign Corporation
into a Domestic Limited Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: Thename of the surviving Limited Liability Company LKQ Pick Your Part Midwest, LLC, a Delaware Limited Liability Company.

Second: The name of the Corporation being merged into this surviving Limited Liability Company is LKQ Self Service Auto Parts-Holland, Inc. The jurisdiction in which this Corporation was formed is Michigan.

Third: The Agreement of Merger has been approved and executed by the Corporation and Limited Liability Company.

Fourth: The name of the surviving Limited Liability Company is LKQ Pick Your Part Midwest, LLC.

Fifth: The executed agreement of merger is on file at 500 W. Madison Street, Suite 2800, Chicago, IL 60661, the principal place of business of the surviving Limited Liability Company.

Sixth: The effective date of the Merger is 12/31/2020.

Seventh: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 11th day of November, A.D. 2020.

By:___________/s/ Matthew McKay________

Authorized person

Name: _____Matthew McKay, Secretary_____

Print or Type

State of Delaware
Certificate of Merger of a Foreign Corporation
into a Domestic Limited Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company LKQ Pick Your Part Midwest, LLC, a Delaware Limited Liability Company.

Second: The name of the Corporation being merged into this surviving Limited Liability Company is LKQ Self Service Auto Parts-Kalamazoo, Inc. The jurisdiction in which this Corporation was formed is Michigan.

Third: The Agreement of Merger has been approved and executed by the Corporation and Limited Liability Company.

Fourth: The name of the surviving Limited Liability Company is LKQ Pick Your Part Midwest, LLC.

Fifth: The executed agreement of merger is on file at 500 W. Madison Street, Suite 2800, Chicago, IL 60661, the principal place of business of the surviving Limited Liability Company.

Sixth: The effective date of the Merger is 12/31/2020.

Seventh: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 11th day of November, A.D., 2020.

By:___________/s/ Matthew McKay________

Authorized person

Name: ______Matthew McKay, Secretary___

Print or Type

State of Delaware

Certificate of Merger of a Foreign Limited Liability Company
into a Domestic Limited Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company is LKQ PICK YOUR

PART MIDWEST, LLC    , a Delaware Limited Liability Company.

Second: The name of the Limited Liability Company being merged into this surviving Limited Liability Company is SCRAP PROCESSORS, LLC    .

The jurisdiction in which this Limited Liability Company was formed is Illinois.

Third: The Agreement of Merger has been approved and executed by both Limited Liability Companies.

Fourth: The name of the surviving Limited Liability Company is LKQ PICK YOUR

PART MIDWEST, LLC    .

Fifth: The executed agreement of merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661    

the principal place of business of the surviving Limited Liability Company.

Sixth: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 28th day of April, A.D., 2021.

By:___________/s/ Matthew McKay________

Authorized person

Name: ________Matthew McKay_________

Print or Type

State of Delaware
Certificate of Merger of a Foreign Corporation
into a Domestic Limited Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company is      LKQ Pick Your Part Midwest, LLC, a Delaware Limited Liability Company.

Second: The name of the Corporation being merged into this surviving

Limited Liability Company is U-Pull-It, Inc.    

The jurisdiction in which this Corporation was formed is Illinois.

Third: The Agreement of Merger has been approved and executed by the Corporation and Limited Liability Company.

Fourth: The name of the surviving Limited Liability Company is

LKQ Pick Your Part Midwest, LLC    

Fifth: The executed agreement of merger is on file at

500 W. Madison Street, Suite 2800 Chicago, IL 60661     ,

the principal place of business of the surviving Limited Liability Company.

Sixth: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 1st day of July, A.D. 2021.

By:___________/s/ Matthew J. McKay________

Authorized person

Name: ______Matthew J. McKay, Secretary___

Print or Type

EX-3.48

Exhibit 3.48

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

LKQ PICK YOUR PART MIDWEST, LLC

(a Delaware Limited Liability Company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT OF LKQ PICK YOUR PART MIDWEST, LLC, a Delaware limited liability company (the "Company"), is made and effective as of the Effective Date, as defined below, by LKQ Midwest, Inc., a Delaware corporation (the "Member"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the "Act").

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this "Agreement"):

1.    Name. The name of the limited liability company formed hereby is LKQ PICK YOUR PART MIDWEST , LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on October 10, 2019, being the date the initial Certificate of Formation of the Company was filed with the Office of the Secretary of State of the State of Delaware, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Delaware is located at 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporate

Creations Network Inc., 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

6.    Admission of Member. The Member is the sole member of the Company in respect of 100% of the Interest (as hereinafter defined).

7.    Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, an "Interest"), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company's Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.    Indemnification. Unless otherwise provided in this Section 10(b), the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a "Covered Person'' and collectively, the "Covered Persons") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys' fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. Notwithstanding the provisions of this Section 10(b), this Section 10(b) shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

c.    Elimination of Duties and Liability. Notwithstanding any other provision of this Agreement or anything otherwise existing at law (whether common or statutory), in equity or otherwise, to the fullest extent permitted by applicable law, in taking actions for, on behalf or in respect of, or relating or with respect to the Company, including,

without limitation, causing the Company to take or refuse to take any action in respect of any matter, and for all other purposes, no Covered Person shall have any duties (including any fiduciary duties), whether direct or indirect, or any liabilities relating thereto, to the Company, any Member or any other person or entity that is a party to or is otherwise bound by this Agreement, including, without limitation, any duty (including any fiduciary duty) to consider any interests of or factors affecting the Company, any Member or any other person or entity, and such Covered Person shall be entitled to consider such interests and factors as it desires, including its own interests, any such duties (including fiduciary duties) and liabilities relating thereto, if any, being hereby eliminated to the fullest extent permitted by applicable law (and provided, however, that nothing in this Agreement shall be construed as eliminating the implied contractual covenant of good faith and fair dealing or liability for any act or omission that constitutes a bad faith violation thereof).

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation.The Member shall not receive compensation for services rendered to the Company.

16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.    Distributionsupon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company's liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company's creditors to the extent required by Section 18-804 of the Act.

18.    Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Delaware state court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (b)

consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, "Default Rule" shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company's certificate of formation or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 18-20l(d) of the Act, this Agreement shall be effective as of August 30, 2023(the "Effective Date").

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Second Amended and Restated Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

LKQ Midwest, Inc., a Delaware corporation

By: /s/ Walter Hanley    
Name: Walter Hanley    
Title: Vice President    

EX-3.49

Exhibit 3.49

Delaware	Page 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ PICK YOUR PART SOUTHEAST, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF CONVERSION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2015, AT 8:16 O’CLOCK A.M.

CERTIFICATE OF FORMATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2015, AT 8:16 O’CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF DECEMBER, A.D. 2015, AT 10:51 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2015.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2016, AT 8:31 O’CLOCK A.M.

	/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
5826085 8100H	Authentication: 204909401
SR# 20224073375	Date: 11-21-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware	Page 2
The First State

CERTIFICATE OF MERGER, FILED THE TWENTY-THIRD DAY OF FEBRUARY, A.D. 2017, AT 4:34 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE SEVENTEENTH DAY OF APRIL, A.D. 2017, AT 12:42 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF JULY, A.D. 2017, AT 2:52 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-SIXTH DAY OF JULY, A.D. 2017, AT 12:06 O’CLOCK P.M.

CERTIFICATE OF CORRECTION, FILED THE EIGHTH DAY OF AUGUST, A.D. 2017, AT 3:40 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LKQ PICK YOUR PART SOUTHEAST, LLC”.

	/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
5826085 8100H	Authentication: 204909401
SR# 20224073375	Date: 11-21-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE LIMITED LIABILITY COMPANY TO
A DELAWARE LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.)    The jurisdiction where the Non-Delaware Limited Liability Company first formed is
Florida    .

2.)    The jurisdiction immediately prior to filing this Certificate is Florida    .

3.)    The date the Non-Delaware Limited Liability Company first formed is 12/26/2002    .

4.)    The name of the Non-Delaware Limited Liability Company immediately prior to filing this Certificate is LKQ Pick Your Part Southeast, LLC    .

5.)    The name of the Limited Liability Company as set forth in the Certificate of Formation is LKQ Pick LKQ Pick Your Part Southeast, LLC    .

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 16 day of September, A.D. 2015.

By:     /s/ Matthew McKay    
    Authorized Person

Name: Matthew McKay    
    Print or Type

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

•First: The name of this limited liability company is    
LKQ Pick Your Part Southeast LLC    

•Second: The address of its registered office in the State of Delaware is      160 Greentree Drive, Suite 101 in the City of Dover     
Zip Code 19904   .

The name of its Registered agent at such address is    
National Registered Agents, Inc.    .

•Third: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this
16 day of September, 2015.

By: /s/ Matthew McKay    
    Authorized Person(s)

Name: Matthew McKay    
    Typed or Printed

CERTIFICATE OF MERGER OF DOMESTIC LIMITED LIABILITY COMPANY
AND FOREIGN COMPANIES

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving company is LKQ Pick Your Part Southeast, LLC, a Delaware limited liability company, and the names of the companies being merged into this surviving corporation are: (a) Speedway Pull-N-Save, LLC, a Florida limited liability company; (b) LKQ Copher Self Service Auto Parts-Bradenton Inc., a Florida corporation; (c) LKQ Copher Self Service Auto Parts-Clearwater Inc., a Florida corporation; (d) LKQ Copher Self Service Auto Parts-St. Petersburg Inc., a Florida corporation; and (e) LKQ Copher Self Service Auto PartsTampa Inc., a Florida corporation..

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving company and each of the merging companies.

THIRD: The name of the surviving corporation is LKQ Pick Your Part Southeast, LLC.

FOURTH: The merger is to become effective on December 31, 2015.

FIFTH: The Agreement of Merger is on file at 500 W. Madison Street, Suite 2800, Chicago, Illinois 60661, the principal place of business of the surviving company.

SIXTH: A copy of the Agreement of Merger will be furnished by the company on request, without cost, to any member of the Limited Liability Company of any constituent corporation or member of any constituent limited liability company.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 29th day of December, A.D., 2015.

By:     /s/ Matthew J. McKay    
    Authorized Officer

Name: Matthew J. McKay    
    Print or Type

Title: Secretary    

STATE OP DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMP ANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.    The name of the limited liability company is     
LKQ Pick Your Part Southeast, LLC    .

2.    The Registered Office of the limited liability company in the State of Delaware is changed to 3411 Silverside Road Rodney Building #104 (street), in the City of Wilmington, Zip Code 19810. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporate Creations Network Inc.    .

By: /s/ Jessica Morales    
    Authorized Person

Name: Jessica Morales, Special Manager    
    Print or Type

State Of Delaware
Certificate of Merger of a Foreign Corporation into a Domestic Limited Liability
Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company is LKQ Pick Your Part Southeast, LLC, a Delaware Limited Liability Company.

Second: The name of the Foreign Corporation being merged into this surviving Limited Liability Company is Budget Auto Parts U-Pull-It, Inc.
The jurisdiction in which this Corporation was formed is Louisiana.

Third: The Agreement of Merger has been approved and executed by both Corporation and Limited Liability Company.

Fourth: The name of the surviving Limited Liability Company is LKQ Pick Your Part Southeast, LLC.

Fifth: The executed agreement of merger is on file at 500 West Madison Street, Suite 2800, Chicago, Illinois 60661, the principal place of business of the surviving Limited Liability Company.

SIXTH: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized officer, the 15th day of February, 2017.

By: /s/ Matthew J. McKay    

Name: Matthew J. McKay    

State Of Delaware
Certificate of Merger of a Foreign Corporation into a Domestic Limited
Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company is: LKQ Pick Your Part Southeast, LLC.

Second: The name of the Foreign Corporation being merged into this surviving Limited Liability Company is: City Auto Parts of Durham, Inc

The jurisdiction in which this Corporation was formed is: North Carolina.

Third: The agreement of Merger has been approved and executed by both Corporation and Limited Liability Company.

Fourth: The name of the surviving Limited Liability Company is LKQ Pick Your Part Southeast, LLC.

Fifth: The executed agreement of merger is on file at 500 W. Madison Street Suite 2800 Chicago, IL 60661, the principal place of business of the surviving Limited Liability Company.

SIXTH: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized officer, the 12th day of April, 2017.

By: /s/ Walter Hanley     Name: Walter Hanley     By: /s/ Matthew McKay     Name: Matthew McKay    

State Of Delaware
Certificate of Merger of a Foreign Limited Liability Company
into a Domestic Limited Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company is LKQ Pick Your Part Southeast LLC, a Delaware Limited Liability Company.

Second: The name of the Limited Liability Company being merged into this surviving Limited Liability Company is LKQ Self Service Auto Parts-Memphis LLC.
The jurisdiction in which this Corporation was formed is Tennessee.

Third: The Agreement of Merger has been approved and executed by both Limited Liability Companies.

Fourth: The name of the surviving Limited Liability Company is LKQ Pick Your Part Southeast LLC    .

Fifth: The executed agreement of merger is on file at c/o LKQ Corporation    
500 W. Madison Street Suite 2800, Chicago, IL 60661    , the principal place of business of the surviving Limited Liability Company.

SIXTH: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized officer, the 25th day of July, A.D. 2017.

By: /s/ Matthew McKay    
    Authorized Person

Name: Matthew McKay    
    Print or Type

State Of Delaware
Certificate of Merger of a Foreign Corporation into a Domestic Limited
Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name of the surviving Limited Liability Company is: LKQ Pick Your Part Southeast, LLC.

Second: The name of the Foreign Corporation being merged into this surviving Limited Liability Company is: LKQ Raleigh Auto Parts Corp

The jurisdiction in which this Corporation was formed is: North Carolina.

Third: The agreement of Merger has been approved and executed by both Corporation and Limited Liability Company.

Fourth: The name of the surviving Limited Liability Company is LKQ Pick Your Part Southeast, LLC.

Fifth: The executed agreement of merger is on file at 500 W. Madison Street Suite 2800 Chicago, IL 60661, the principal place of business of the surviving Limited Liability Company.

SIXTH: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person on this 25th day of July 2017.

By: /s/ Matthew McKay     Name: Matthew McKay     Manager of LKQ Pick Your Park Southeast, LLC and LKQ Raleigh Auto Parts Corp

State of Delaware
Certificate of Correction
of a Limited Liability Company
to be filed pursuant to Section 18-21l(a)

1.    The name of this limited liability company is:LKQ Pick Your Part Southeast, LLC    .

2.    That a Certificate of Merger was filed by the Secretary of State of Delaware on 07/26/2017,and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.

3.    The inaccuracy or defect of said Certificate is: (must give specific reason)

The merger was filed in error.

LKQ Raleigh Auto Parts Corp was merged into LKQ Pick Your Part Southeast, LLC. It should have been merged into LKQ Southeast, Inc.

4.    The Certificate is hereby corrected to read as follows:

The merger is null and void.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on
the 8th day of August, A.D. 2017.

By: /s/ Matthew McKay    
    Authorized Person

Name: Matthew McKay, Manager     
    Print or Type

EX-3.50

Exhibit 3.50

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

LKQ PICK YOUR PART SOUTHEAST, LLC

(a Delaware Limited Liability Company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT OF LKQ PICK YOUR PART SOUTHEAST, LLC, a Delaware limited liability company (the "Company"), is made and effective as of the Effective Date, as defined below, by LKQ Southeast, Inc., a Delaware corporation (the "Member"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the "Act").

Recitals

A.    The Member desires to enter into this Agreement, as defined below, as the operating agreement of the Company.

Agreements

NOW THEREFORE, the Member hereby declares the following to be the Limited Liability Company Agreement of the Company (this "Agreement"):

1.    Name. The name of the limited liability company formed hereby is LKQ PICK YOUR PART SOUTHEAST , LLC.

2.    Purpose and Powers. The purpose of the Company shall be to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.    Certificates; Term; Existence. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on September 17, 2015, being the date the initial Certificate of Formation of the Company was filed with the Office of the Secretary of State of the State of Delaware, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company pursuant to the Act and this Agreement.

4.    Registered Office. The registered office of the Company in the State of Delaware is located at 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

5.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporate

Creations Network Inc., 3411 Silverside Road, Tatnall Building, #104, Wilmington, DE 19810, County of New Castle.

6.    Admission of Member. The Member is the sole member of the Company in respect of 100% of the Interest (as hereinafter defined).

7.    Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, an "Interest"), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. The Company may, but shall not be required to, issue certificates to the Member representing the Interests held by such Member and which shall contain any legends required by applicable law.

8.    Capital Contributions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

9.    Tax Characterization and Returns. The Company shall be treated as a corporation for income tax purposes. All provisions of the Company's Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10.    Management.

a.    Member Managed. The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.    Indemnification. Unless otherwise provided in this Section 10(b), the Company shall indemnify, save harmless and pay all judgments and claims against any Member or any officer, director, employee, agent or representative of the Company (each, a "Covered Person'' and collectively, the "Covered Persons") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Covered Person in connection with the business of the Company, including reasonable attorneys' fees incurred by the Covered Person in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. Notwithstanding the provisions of this Section 10(b), this Section 10(b) shall be enforced only to the maximum extent permitted by law and no Covered Person shall be indemnified from any liability for the fraud, intentional misconduct or a knowing violation of the law of such Covered Person which was material to the cause of action.

c.    Elimination of Duties and Liability. Notwithstanding any other provision of this Agreement or anything otherwise existing at law (whether common or statutory), in equity or otherwise, to the fullest extent permitted by applicable law, in taking actions for, on behalf or in respect of, or relating or with respect to the Company, including,

without limitation, causing the Company to take or refuse to take any action in respect of any matter, and for all other purposes, no Covered Person shall have any duties (including any fiduciary duties), whether direct or indirect, or any liabilities relating thereto, to the Company, any Member or any other person or entity that is a party to or is otherwise bound by this Agreement, including, without limitation, any duty (including any fiduciary duty) to consider any interests of or factors affecting the Company, any Member or any other person or entity, and such Covered Person shall be entitled to consider such interests and factors as it desires, including its own interests, any such duties (including fiduciary duties) and liabilities relating thereto, if any, being hereby eliminated to the fullest extent permitted by applicable law (and provided, however, that nothing in this Agreement shall be construed as eliminating the implied contractual covenant of good faith and fair dealing or liability for any act or omission that constitutes a bad faith violation thereof).

11.    Distributions. At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.    Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

13.    Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.    Additional Members. No additional persons may be admitted as members of the Company except upon an assignment by the Member of all or part of its Interest.

15.    Compensation.The Member shall not receive compensation for services rendered to the Company.

16.    Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.    Distributionsupon Dissolution. Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company's liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company's creditors to the extent required by Section 18-804 of the Act.

18.    Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.    Limited Liability. The Member shall have no liability for the obligations of the Company except to the extent required by the Act.

20.    Amendment. This Agreement may be amended only in a writing signed by the Member.

21.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.    Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.    Consent to Jurisdiction/Service of Process. The Member hereby (a) irrevocably submits to the non-exclusive jurisdiction of any Delaware state court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (b)

consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24.    Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, "Default Rule" shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company's certificate of formation or limited liability company agreement.

25.    Effectiveness of this Agreement. Pursuant to Section 18-20l(d) of the Act, this Agreement shall be effective as of August 30, 2023(the "Effective Date").

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Limited Liability Company Agreement to be duly executed as of the Effective Date.

SOLE MEMBER:

LKQ Southeast, Inc., a Delaware corporation

By: /s/ Walter Hanley    
Name: Walter Hanley    
Title: Vice President    

EX-3.51

Exhibit 3.51

Delaware The First State Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ SOUTHEAST, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF CONVERSION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2015, AT 9:16 O`CLOCK A.M.

CERTIFICATE OF INCORPORATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2015, AT 9:16 O`CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF DECEMBER, A.D. 2015, AT 10:53 O`CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2015.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2016, AT 8:30 O`CLOCK A.M.

		/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
5826175 8100H SR# 20224163543		Authentication: 204995017 Date: 12-02-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware The First State Page 2

CERTIFICATE OF MERGER, FILED THE EIGHTEENTH DAY OF JULY, A.D. 2016, AT 3:16 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF NOVEMBER, A.D. 2016, AT 5:11 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF DECEMBER, A.D. 2016.

CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF JULY, A.D. 2017, AT 3:15 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF JULY, A.D. 2017, AT 3:18 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF JULY, A.D. 2017, AT 3:21 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWELFTH DAY OF JULY, A.D. 2017, AT 3:23 O`CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE EIGHTH DAY OF AUGUST, A.D. 2017, AT 3:42 O`CLOCK P.M.

		/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
5826175 8100H SR# 20224163543		Authentication: 204995017 Date: 12-02-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware The First State Page 3

CERTIFICATE OF MERGER, FILED THE FIRST DAY OF DECEMBER, A.D. 2020, AT 2:55 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2020.

CORRECTED CERTIFICATE OF MERGER, FILED THE NINETEENTH DAY OF JANUARY, A.D. 2021, AT 5:34 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LKQ SOUTHEAST, INC.”.

		/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
5826175 8100H SR# 20224163543		Authentication: 204995017 Date: 12-02-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:16 AM 09/17/2015
FILED 09:16 AM 09/17/2015
SR 20150156385 – 5826175 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A NON-DELAWARE CORPORATION

TO A DELAWARE CORPORATION

PURSUANT TO SECTION 265 OF THE

DELAWARE GENERAL CORPORATION LAW

1.) The jurisdiction where the Non-Delaware Corporation first formed is

Florida    

2.) The jurisdiction immediately prior to filing this Certificate is Florida.

3.) The date the Non-Delaware Corporation first formed is 11/24/1982.

4.) The name of the Non-Delaware Corporation immediately prior to filing this Certificate is     LKQ Southeast, Inc.

5.) The name of the Corporation as set forth in the Certificate of Incorporation is

    LKQ Southeast, Inc.    

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate on the    16    day of    September   , A.D.   2015   .

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:16 AM 09/17/2015
FILED 09:16 AM 09/17/2015
SR 20150156385 – 5826175 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

•    First: The name of this Corporation is      LKQ Southeast, Inc.    

•    Second: Its registered office in the State of Delaware is to be located at

160 Greentree Drive, Suite 101    , Street in the City of Dover    

County of Kent     Zip Code 19904    .

The registered agent in charge thereof is

National Registered Agents, Inc.    

•    Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

•    Fourth: The amount of the total stock of this corporation is authorized to issue is

500         shares (number of authorized shares) with a par value of

1.00         per share.

•    Fifth: The name and mailing address of the incorporator are as follows:

Name: Matthew McKay    

Mailing Address: _500 W Madison Street Suite 2800    

Chicago, IL    ... Zip Code    60661    

•    I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated arc true, and I have accordingly hereunto set my hand this    16      day of September    , A.D. 2015

By: /s/ Matthew McKay        
    (Incorporator)

NAME: Matthew McKay        
    Type or Print

CERTIFICATE OF MERGER

Pursuant to Title 8, Sections 251, 252, 264 and 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc., a Delaware Corporation, and the names of the companies being merged into this surviving corporation are (a) DAP Trucking, LLC, a Florida limited liability company; (b) Damron Holding Company, LLC, a Delaware limited liability company; (c) Double R Auto Sales, Inc., a Florida corporation; (d) Michael Auto Parts, Incorporated, a Florida corporation; (e) Potomac German Auto South, Inc., a Florida Corporation; and (f) LKQ Holding Co., a Delaware corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and each of the merging companies.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    

FOURTH: The merger is to become effective on      December 31, 2015        .

FIFTH: The Agreement of Merger is on file at 500 W. Madison Street,    

Suite 2800, Chicago, Illinois 60661    , the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the   29th day of December    , A.D., 2015.

By:	/s/Matthew J. McKay
	Authorized Officer
Name:	Matthew J. McKay
	Print or Type
Title:	Secretary
		State of Delaware Secretary of State Division of Corporations Delivered 10:53 AM 12/30/2015 FILED 10:53 AM 12/30/2015 SR 20151578985 – 5826175 FILE

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:30 AM 03/28/2016
FILED 08:30 AM 03/28/2016
SR 20161897584 – File Number 5826175

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is LKQ Southeast, Inc.    

2.    The Registered Office of the corporation in the State of Delaware is changed to 3411 Silverside Road Rodney Building #104    

(street), in the City of Wilmington    .

County of New Castle    Zip Code 19810    . The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporate Creations Network Inc.        

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/Jessica Morales
	Authorized Officer
Name:	Jessica Morales, Special Secretary
	Print or Type

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:16 PM 07/18/2016
FILED 03:16 PM 07/18/2016
SR 20164956238 – File Number 5826175

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware Corporation, and the name of the corporation being merged into this surviving corporation is     
LKQ Birmingham, Inc.    , an Alabama    .
corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
1,000 shares at a $0.01 par value    .

SIXTH: The merger is to become effective on upon filing    .

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street, Suite 2800, Chicago, IL 60661        , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     15th day of July  , A.D., 2016.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:11 PM 11/30/2016
FILED 05:11 PM 11/30/2016
SR 20166847184 – File Number 5826175

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware Corporation, and the name of the corporation being merged into this surviving corporation is LKQ Plunks Truck Parts & Equipment-Jackson, Inc., a Mississippi    .
corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
100        .

SIXTH: The merger is to become effective on December 1, 2016    .

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street, Suite 2800, Chicago, IL 60661        , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     30th day of November  , A.D., 2016.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:15 PM 07/12/2017
FILED 03:15 PM 07/12/2017
SR 20175199693 – File Number 5826175

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware Corporation, and the name of the corporation being merged into this surviving corporation is     
LKQ A&R Auto Parts, Inc.    , a South Carolina    
corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
10,000 at $1.00    .

SIXTH: The merger is to become effective on 07/12/2017    .

SEVENTH: The Agreement of Merger is on file at c/o LKQ Corporation    500 W. Madison Street, Suite 2800, Chicago, IL 60661        , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     12th day of July  , A.D., 2017.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:18 PM 07/12/2017
FILED 03:18 PM 07/12/2017
SR 20175199777 – File Number 5826175

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware Corporation, and the name of the corporation being merged into this surviving corporation is     
LKQ Salisbury, Inc.    , a North Carolina    
corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
1,000 at $0.01        .

SIXTH: The merger is to become effective on 07/12/2017    .

SEVENTH: The Agreement of Merger is on file at c/o LKQ Corporation    500 W. Madison Street, Suite 2800, Chicago, IL 60661        , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     12th day of July  , A.D., 2017.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:21 PM 07/12/2017
FILED 03:21 PM 07/12/2017
SR 20175199850 – File Number 5826175

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware Corporation, and the name of the corporation being merged into this surviving corporation is     
LKQ Savannah, Inc.    , a Georgia    .
corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
100 at $1.00    .

SIXTH: The merger is to become effective on 07/12/2017    .

SEVENTH: The Agreement of Merger is on file at c/o LKQ Corporation    500 W. Madison Street, Suite 2800, Chicago, IL 60661        , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     12th day of July  , A.D., 2017.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:23 PM 07/12/2017
FILED 03:23 PM 07/12/2017
SR 20175199941 – File Number 5826175

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware Corporation, and the name of the corporation being merged into this surviving corporation is     
LKQ of Tennessee, Inc.    , a Tennessee    .
corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
1000 at $0.01    .

SIXTH: The merger is to become effective on 07/12/2017    .

SEVENTH: The Agreement of Merger is on file at c/o LKQ Corporation    500 W. Madison Street, Suite 2800, Chicago, IL 60661        , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     12th day of July  , A.D., 2017.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:42 PM 08/08/2017
FILED 03:42 PM 08/08/2017
SR 20175628612 – File Number 5826175

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware Corporation, and the name of the corporation being merged into this surviving corporation is     LKQ Raleigh Auto Parts Corp    , a North Carolina     corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    
    , a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporation is
1000, par value $0.01    .

SIXTH: The merger is to become effective on 8/8/2017    .

SEVENTH: The Agreement of Merger is on file at 500 W. Madison Street    
Suite 2800, Chicago, IL 60661        , an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the     2nd day of August  , A.D., 2017.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary of LKQ Southeast, Inc. and LKQ Raleigh Auto Parts Corp

State of Delaware
Secretary of State

Division of Corporations

Delivered 02:55 PM 12/01/2020
FILED 02:55 PM 12/01/2020
SR 20208525789 – FILE 5826175

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION AND

FOREIGN LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    

, a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is AIM Recycling Florida, LLC    a (list jurisdiction) Florida          limited liability company.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    

FOURTH: The merger is to become effective on 12/31/2020    

FIFTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661    

the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the   1st     day of   December     A.D., 2020    .

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

State of Delaware
Secretary of State

Division of Corporations

Delivered 05:34 PM 01/19/2021
FILED 05:34 PM 01/19/2021
SR 20210157225 – FILE 5826175

STATE OF DELAWARE

Corrected Certificate

Of a Limited Liability Company

To be filed pursuant to Section 103(f)

l.    The name of the Limited Liability Company is: LKQ Southeast, Inc.

2.    That a Certificate of Merger was filed by the Secretary of State of Delaware on 12/1/2020, and that said Certificate requires correction as permitted by Section 103(f) of the Limited Liability Company Act.

3.    The inaccuracy or defect of said Certificate is: Incorrect form was used. AIM Recycling Florida, LLC, the entity merging out was not a Florida Limited Liability Company, it was a Delaware entity.

4.    The entire instrument is being replaced with the document being attached herein "Certificate of Merger of Domestic Limited Liability Company into a Domestic Corporation".

In Witness Whereof: the undersigned have executed this Certificate on the 19th day of January, 2021.

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay, Secretary

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANY

INTO A

DOMESTIC CORPORATION

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is LKQ Southeast, Inc.    

, a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is AIM Recycling Florida, LLC    .

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is LKQ Southeast, Inc.    

FOURTH: The merger is to become effective on 12/31/2020    

FIFTH: The Agreement of Merger is on file at 500 W. Madison Street Suite 2800, Chicago, IL 60661    

the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the   1st     day of   December     A.D., 2020    .

By:	/s/Matthew McKay
	Authorized Officer
Name:	Matthew McKay
	Print or Type
Title:	Secretary

EX-3.52

Exhibit 3.52

AMENDED AND RESTATED BYLAWS

OF

LKQ SOUTHEAST, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Southeast, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

-1-

more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

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Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

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entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

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Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.53

Exhibit 3.53

File Number        6712-901-6

To all to whom these Presents Shall Come, Greeting:

I, Jesse White, Secretary of State of the State of Illinois, do hereby certify that I am the keeper of the records of the Department of Business Services. I certify that

ATTACHED HERETO IS A TRUE AND CORRECT COPY, CONSISTING OF 2 PAGE(S), AS TAKEN FROM THE ORIGINAL ON FILE IN THIS OFFICE FOR LKQ TAIWAN HOLDING COMPANY.

	In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, this 22ND day of NOVEMBER A.D. 2022. /s/ Jesse White
Authentication #: 2232603521 verifiable until 11/22/2023. Authenticate at: https://www.ilsos.gov		SECRETARY OF STATE

FORM BCA 2.10 (rev. Dec. 2003)

ARTICLES OF INCORPORATION

Business Corporation Act

Jesse White, Secretary of State

Department of Business Services

Springfield, IL 62756

217-782-9522

217-782-6961

www.cyberdriveillinois.com

FILED: 03/18/2010 JESSE WHITE SECRETARY OF STATE

See Note 1 on back to determine fees.

Filing Fee: $ 150    Franchise Tax $ 25.00    Total $ 175.00    File # 6712-901-6    Approved:     JR    

________Submit in duplicate_______Type or Print clearly in black ink ________Do not write above this line_________

1.    Corporate Name: LKQ Taiwan Holding Company    

The corporate name must contain the word “corporation,” “company,” “incorporated “limited” or an abbreviation thereof.

2.    Initial Registered Agent: National Registered Agents, Inc.    

First Name    Middle Initial    Last Name

    Initial Registered Office:    200 W. Adams St.    

Number    Street    Suite No. (P.O. Box alone is unacceptable)

    Chicago    IL    60606    Cook    

City    ZIP Code    County

3.    Purposes(s) for which the corporation is organized:

    (If more space is needed, attach additional 8 1/2” x 11” sheets.)

The transaction of any or all lawful businesses for which corporations may be incorporated under the Illinois Business Corporation Act.

4.    Paragraph 1 _____ Authorized Shares, Issued Shares and Consideration Received:

Class	Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Thereof
Common	1,000	100	$1.00
		Total = $	1.00

Paragraph 2 - The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If more space is needed, attach additional 8 1/2” x 11” sheets.)

(cont. on back)

ITEMS 5, 6 AND 7 ARE OPTIONAL

5.a.    Number of Directors constituting the initial board of directors of the corporation: 1    

b.    Names and Addresses of persons serving as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name	Address	City, State, Zip
Victor M. Casini	40 Deer Path Trail	Burr Ridge, IL 60527
6. a.    It is estimated that the value of the property to be owned by the corporation for the following year wherever located will be:			$	__________________
b.    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:			$	__________________
c.    It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:			$	__________________
d.    It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:			$	__________________
7.    Other Provisions: Attach a separate, 8 1/2” x 11” sheet for any other provision to be included in the Articles of Incorporation (e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.).

NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

8.    The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated    March 18    , 2010    

Month & Day    Year

	Signature and Name		Address
1.	/s/ Matthew J. McKay     Signature Matthew J. McKay     Name (Type or Print)	1.	815 Lake Street, Ap. 2N     Street Oak Park    IL    60301     City/Town    State    ZIP Code
2.	Signature Name (Type or Print)	2.	Street City/Town    State    ZIP Code
3.	Signature Name (Type or Print)	3.	Street City/Town    State    ZIP Code

Signatures must be in BLACK INKon an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.

NOTE:    If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by a duly authorized corporate officer. Type or print officer’s name and title beneath signature.

Note 1 - Fee Schedule: The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state. (The minimum initial franchise tax is $25.) The filing fee is $150. The minimum total due (franchise tax + filing fee) is $175. Note 2 – Return to: LKQ Taiwan Holding Company     Firm name     Kari Kloc     Attention     120 N. LaSalle St., Suite 3300     Mailing Address     Chicago, IL 60602     City, State, ZIP Code

EX-3.54

Exhibit 3.54

AMENDED AND RESTATED BYLAWS

OF

LKQ TAIWAN HOLDING COMPANY

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Taiwan Holding Company (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Illinois as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

2.1    Annual Meeting. If required by applicable law, the annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Illinois as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

2.2    Special Meetings. Special meetings of the shareholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

2.3    Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the shareholders entitled to vote at the meeting (if such date is different from the record date for shareholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at such shareholder’s address as it appears on the records of the Corporation.

2.4    Place of Meetings. Shareholders participating by remote communication shall be considered present in person and may vote at the meeting, subject to the conditions imposed by applicable law, if the Corporation has implemented reasonable measures to:

2.4.1    Verify that each person participating remotely as a shareholder is a shareholder.

2.4.2    Provide each shareholder participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including the opportunity to communicate and to read or hear the proceedings of the meeting.

2.5    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the shares issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the shareholders. A quorum, once established, shall not be broken by the withdrawal of enough

votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the shareholders, the chair or the shareholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

2.6    Adjourned Meetings. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of shareholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each shareholder of record as of the record date so fixed for notice of such adjourned meeting.

2.7    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

2.7.1    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the shareholders and entitled to vote in the election of directors, and

2.7.2    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of shareholders and entitled to vote on the subject matter.

2.8    Manner of Voting; Proxies. At each meeting of the shareholders, each shareholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such shareholder and bearing a date not more than 11 months prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each shareholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of shareholders entitled to vote at such meeting.

2.9    Shareholder Action Without a Meeting. Except as otherwise provided by law or by the Articles of Incorporation, any action required to be taken at any meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Any action taken with the written consent of less than all the shareholders entitled to vote shall become effective only if, at least five days before the consent's execution, a written notice is delivered to all shareholders entitled to vote on the action and, after the effective date of the consent, prompt written notice of the taking of the corporate action by less than unanimous consent shall be given to those shareholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been

the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

3.1    Number; Term of Office. Subject to the Articles of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be shareholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

3.2    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

3.3    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

3.4    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the shareholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

3.5    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

3.6    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Illinois.

3.7    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Illinois, as shall from time to time be determined by the Board of Directors.

3.8    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

3.9    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of

such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

3.10    Manner of Acting.

3.10.1    Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

3.10.2    Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.11    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the shareholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Articles of Incorporation to be submitted to the shareholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

3.12    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

3.13    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.14    Indemnification. In accordance with the Articles of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

ARTICLE IV
OFFICERS

4.1    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 4.3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the Illinois Business Corporation Act of 1983 (the “BCA”).

4.2    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

4.3    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

4.4    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

4.5    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.6    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

4.7    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 4.8 of this Article IV.

4.8    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

4.9    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

4.10    The Secretary and Assistant Secretaries.

4.10.1    The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

4.10.2    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

4.11    The Treasurer and Assistant Treasurers.

4.11.1    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

4.11.2    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
SHARES

5.1    Certificates. Every holder of shares of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

5.2    Statement of Share Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of shares or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of shares, provided that, except as otherwise provided in Section 6.55 of the BCA, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of shares, a statement that the Corporation will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof and the qualifications, limitations and restrictions thereof.

5.3    Transfers. Transfers of shares of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

5.4    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of share to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

5.5    Fixing Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of the shareholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or

entitled to receive payment of any dividend or other distribution or allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than 60 days prior to any other action. Notwithstanding the preceding sentence, if a purpose of the meeting is to consider a merger, consolidation, share exchange, dissolution, or sale, lease, or exchange of assets, the record date may not be less than 20 days before the meeting. Notwithstanding anything to the contrary under Section 5.5 of this Article V, the record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5.6    Registered Shareholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a shareholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the BCA.

5.7    Additional Powers of the Board.

5.7.1    In addition to those powers set forth in Section 3.2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation, including the use of uncertificated shares subject to the provisions of the BCA.

5.7.2    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all share certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

6.1    Place and Inspection of Books.

6.1.1    The books of the Corporation other than such books as are required by law to be kept within the State of Illinois shall be kept in such place or places either within or without the State of Illinois as the Board of Directors may from time to time determine.

6.1.2    The Corporation shall prepare, at least 20 days after the record date, or at least 10 days before every meeting of shareholders, whichever is earlier, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to shareholders of the Corporation. If the meeting is to be held at a place, then a list of shareholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the whole time of the

meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the share ledger shall be the only evidence as to who are the shareholders entitled to examine the list of shareholders required by this Section 6.1.2 of Article VI or to vote in person or by proxy at any meeting of shareholders.

6.1.3    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the shareholders and the shareholders’ rights in respect thereof.

6.2    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

6.3    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

6.4    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

6.5    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

6.6    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, State of Illinois”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

6.7    Manner of Giving Notice. Whenever, under the provisions of the BCA or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or shareholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the BCA, shareholders, may also be given by telegram, facsimile or electronic mail.

6.8    Waiver of Notice. Whenever any notice is required to be given under the provisions of the BCA or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice. Attendance at a meeting shall constitute waiver of notice, except where the person objects at the meeting to holding the meeting because proper notice was not given.

6.9    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the Corporation.

6.10    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, any Illinois State court or Federal court of the United States of America sitting in Cook County, Illinois shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the BCA, the Articles of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants therein.

6.11    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

6.12    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

6.13    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the shareholders of the Corporation.

EX-3.55

Exhibit 3.55

Page 1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LKQ TRADING COMPANY” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SIXTEENTH DAY OF FEBRUARY, A.D. 2010, AT 12:59 O'CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2016, AT 8:30 O'CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LKQ TRADING COMPANY”.

		/s/ Jeffrey W. Bullock     Jeffrey W. Bullock, Secretary of State
4788873 8100H SR# 20224073378		Authentication: 204909452 Date: 11-21-22
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

LKQ Trading Company

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that:

FIRST:    The name of this corporation is LKQ Trading Company

SECOND:    Its Registered Office in the State of Delaware is to be located at

160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The Registered Agent in charge thereof is National Registered Agents, Inc.

THIRD:    The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH:    The amount of the total authorized capital stock of the corporation is 1000, all of which are of a par value of $0.0l dollars each and classified as Common stock.

DENY PREEMPTIVE RIGHTS

FIFTH:    No holder of any of the shares of the corporation shall, as such holder, have any right to purchase or subscribe for any shares of any class which the corporation may issue or sell, whether or not such shares are exchangeable for any shares of the corporation of any other class or classes, and whether such shares are issued out of the number of shares authorized by the Certificate of Incorporation of the corporation as originally filed, or by any amendment thereof, or out of shares of the corporation acquired by it after the issue thereof; nor shall any holder of any of the shares of the corporation, as such holder, have any right to purchase or subscribe for any obligations which the corporation may issue or sell that shall be convertible into, or exchangeable for, any shares of the corporation of any class or classes, or to which shall be attached or shall appertain to any warrant or warrants or other instrument or instruments that shall confer upon the holder thereof the right to subscribe for, or purchase from the corporation any shares of any class or classes.

SIXTH:    The name and mailing address of the incorporator are as follows:

NAME Walter P. Hanley MAILING ADDRESS 120 N. LaSalle Street, Suite 3300 Chicago, IL 60602

SEVENTH:    The duration of the corporation shall be perpetual.

EIGHTH:    When a compromise or arrangement is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation

pursuant to the provisions of Section 291 of Title 8 of the Delaware Code or on application of trustees in dissolution or of any receiver or receivers appointed for the corporation pursuant to provisions of Section 279 of Title 8 of the Delaware Code may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

NINTH:    The personal liability of all of the directors of the corporation is hereby eliminated to the fullest extent allowed as provided by the Delaware General Corporation Law, as the same may be supplemented and amended.

TENTH:    The corporation shall, to the fullest extent legally permissible under the provisions of the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

Dated on this 16th day of February, 2010.

/s/ Walter P. Hanley
Walter P. Hanley, Incorporator    

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

l.    The name of the corporation is LKQ Trading Company    

2.    The Registered Office of the corporation in the State of Delaware is changed to
3411 Silverside Road Rodney Building #104         
(street), in the City of Wilmington        ,
County of New Castle    Zip Code 19810    . The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporate Creations Network Inc.        

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:/s/ Jessica Morales
Authorized Officer        

Name:    Jessica Morales, Special Secretary    

Print or Type        

EX-3.56

Exhibit 3.56

AMENDED AND RESTATED BYLAWS

OF

LKQ TRADING COMPANY

Adopted as of August 30, 2023

ARTICLE I
OFFICES

LKQ Trading Company (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

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more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

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Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

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entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

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Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-3.57

Exhibit 3.57

Request Type: Certified Copies Entity Name:    NORTH AMERICAN ATK         CORPORATION Formed In: CALIFORNIA Entity No.: 1107178 Entity Type: Stock Corporation - CA - General			Issuance Date: 11/28/2022 Copies Requested: 1 Receipt No.: 002994265 Certificate No.: 062225113
Document Listing
Reference#	Date Filed	Filing Description		Number of Pages
1524-1	03/23/1982	Initial Filing		1
1530-1	01/03/2008	Amendment		1
1534-1	12/19/2014	Legacy Merger		6
** **** ***** ********* End of list ******** ****** **** **

I, SHIRLEY N. WEBER, PH.D., California Secretary of State, do hereby certify on the Issuance Date, the attached document(s) referenced above are true and correct copies and were filed in this office on the date(s) indicated above.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California on November 28, 2022. SHIRLEY N. WEBER, PH.D. Secretary of State

To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at bizfileOnline.sos.ca.gov.

Page 1 of 9

ARTICLES OF INCORPORATION

OF

NORTH AMERICAN A T K

I

The name of this corporation is NORTH AMERICAN A T K.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a pro-fession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is Marc Parnes 3021 S. Shannon Street, Santa Ana, California, 92704

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 100,000.

Dated: ·March 18 , 1982.

/s/ Marc Parnes

Marc Parnes, Incorporator    

I hereby declare that I am the person who executed the

foregoing Articles of Incorporation, which execution is my act and

deed.

/s/ Marc Parnes        

Marc Parnes            

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1.    They are the president and the secretary, respectively, of NORTH AMERICAN A T K, a California corporation.

2.    Article I of the Articles of Incorporation of this corporation is amended to read as follows:

The name of this corporation is North American ATK Corporation.

3.    The foregoing Amendment of Articles of lncorporation has been duly approved by the board of directors.

4.    The foregoing Amendment of Articlt!8 of Incorporation has been duly approved by the required vote of the shareholders of this corporation in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation is two thousand nine hundred forty-one (2,941). The favorable vote of a majority of such shares is required to approve the Amendment, and the number of such shares voting in favor of the Amendment exceeded the required vote.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: October 15, 2007 /s/ Peter Butterfield, President     Peter Butterfield, President /s/ Shannon Empting, Secretary     Shannon Empting, Secretary

AGREEMENT OF MERGER
OF
NORTH AMERICAN ATK CORPORATION;GEARHEAD ENGINES, lNC.;
ATK MOTORSPORTS, INC.
AND
LKQ POWERTRAIN, INC.

AGREEMENT OF MERGER, pursuant to the provisions of the California Corporations Code, dated this 19th day or December, 2014, among North American ATK Corporation, a California corporation (herein “Surviving Corporation”), Gearhead Engines, Inc., a California corporation, ATK Motorsports, Inc., a California corporation, and LKQ Powertrain, Inc., a Delaware corporation (each, a “Merging Corporation” and collectively, the “Merging Corporations).

WITNESSETH that:

WHEREAS, all of the constituent corporations desire to merge into a single corporation; and

NOW THEREFORE, the corporations, parties to the Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

1.    The Merging Corporations shall be merged with and into Surviving Corporation (the “Merger”).

2.    The Certificate ofIncorporation of Surviving Corporation, as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

3.    Upon effectiveness of the Merger, all shares of the Merging Corporations immediately prior to the effectiveness of the Merger shalt be cancelled without consideration and converted into no shares of the Surviving Corporation. All the shares of the Surviving Corporation shall not be converted in any manner, but each such share which is issued as of the effective date of the merger shall continue to represent one issued share of the Surviving Corporation.

4.    The Surviving Corporation shall assume the assets and liabilities of the Merging Corporations.

5.    The by-laws of the Surviving Corporation as they exist of the effective date of this merger shall be and remain the by-laws of the Surviving Corporation until the same shall be altered, amended and repealed as therein provided.

6.    This merger shall become effective as of December 31, 2014.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused these presents to be executed by an officer of each party hereto as the respective act, deed, and agreement of each said corporation on this 19th day of December, 2014.

NORTH AMERICAN ATK CORPORATION

By:    /s/ Victor M. Casini

    Victor M. Casini, Vice President

By:    /s/ Matthew J. McKay

    Matthew J. McKay, Secretary

GEARHEAD ENGINES, INC.

By:    /s/ Victor M. Casini

    Victor M. Casini, Vice President

By:    /s/ Matthew J. McKay

    Matthew J. McKay, Secretary

ATK MOTORSPORTS, INC.

By:    /s/ Victor M. Casini

    Victor M. Casini, Vice President

By:    /s/ Matthew J. McKay

    Matthew J. McKay, Secretary

LKW POWERTRAIN, INC.

By:    /s/ Victor M. Casini

    Victor M. Casini, Vice President

By:    /s/ Matthew J. McKay

    Matthew J. McKay, Secretary

OFFICERS’ CERTIFICATE

NORTH AMERICAN ATK CORPORATION

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Victor M. Casini and Matthew J. McKay certify that:

1.    They are the vice president and secretary, respectively, of North American ATK Corporation, a California corporation.

2.    The principal terms of the Agreement of Merger inthe form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.    The shareholder approval was by the holders of 100% of the outstanding shares or the corporation.

4.    There is only one class of shares (common). There are 2,941 shares outstanding and all of the outstanding shares were entitled to vote on the merger.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge.

Date: December 19, 2014

/s/ Victor M. Casini
Victor M. Casini, Vice President    

/s/ Matthew J. McKayMatthew J. McKay, Secretary     

OFFICERS’ CERTIFICATE

GEARHEAD ENGINES, INC.

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Victor M. Casini and Matthew J. McKay certify that:

1.    They are the vice president and secretary, respectively, of Gearhead Engines, Inc., a California corporation.

2.    The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares (common). There are 80,000 shares outstanding and all of the outstanding shares were entitled to vote on the merger.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge.

Date:    December 19, 2014

/s/ Victor M. Casini
Victor M. Casini, Vice President    

/s/ Matthew J. McKayMatthew J. McKay, Secretary     

OFFICERS’ CERTIFICATE

ATK MOTORSPORTS, INC.

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Victor M. Casini and Matthew J. McKay certify that:

1.    They are the vice president and secretary, respectively, of ATK Mortorsports, Inc., a California corporation.

2.    The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares (common). There are 1,000 shares outstanding and all of the outstanding shares were entitled to vote on the merger.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge.

Date:    December 19, 2014

/s/ Victor M. Casini
Victor M. Casini, Vice President    

/s/ Matthew J. McKayMatthew J. McKay, Secretary     

OFFICERS’ CERTIFICATE

LKQ POWERTRAIN, INC.

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

Victor M. Casini and Matthew J. McKay certify that:

1.    They are the vice president and secretary, respectively, of LKQ Powertrain, Inc., a Delaware corporation.

2.    The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares (common). There are 100 shares outstanding and all of the shares outstanding were entitled to vote on the merger.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge.

Date:    December 19, 2014

/s/ Victor M. Casini
Victor M. Casini, Vice President    

/s/ Matthew J. McKayMatthew J. McKay, Secretary     

EX-3.58

Exhibit 3.58

AMENDED AND RESTATED BYLAWS

OF

NORTH AMERICAN ATK CORPORATION

Adopted as of August 30, 2023

ARTICLE I
OFFICES

North American ATK Corporation (the “Corporation”) may have such offices, including registered offices, at such places both within and outside the State of California as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of California as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the members of the Board of Directors then in office, or the holder of shares of the Corporation’s capital stock entitled to cast not less than 10 percent of the votes at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice of meetings may be given by any means described in Section 118 of the California Corporations Code.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment provided that any action taken, other than adjournment, shall be approved by at least a majority of the shares required to constitute a quorum. If, however, such majority shall not be present or represented at any meeting of the stockholders, the vote of a majority of the shares represented either in person or by proxy, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (or by means of remote

communications), and notice need not be given of any such adjourned meeting if the time and place (if any) thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by applicable law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    members of the Board of Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    whenever any corporate action other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders of the Corporation, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of capital stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such stockholder and bearing a date not more than eleven months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by applicable law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation. Such notice shall be delivered in compliance with Section 601(b) and Section 603(b)(2) of the California Corporations Code.

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Section 9.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If any meeting of the stockholders is adjourned for more than 45 days from the date set for the original meeting, the Board of Directors shall fix a new record date for determining the stockholders entitled to notice of and to vote at such adjourned meeting. If no record date is fixed:

(a)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

(b)    the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

(c)    the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 10.    Consent of Absentees.The transactions of any meeting of stockholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more stockholders has given notice at the meeting prior to the voting of the stockholder’s intent to cumulate the stockholder’s votes, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder’s shares are normally entitled, or distribute the stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation and Section 212(a) of the California Corporations Code, the number of directors which shall

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constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. Directors must be natural persons.

Section 3.    Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If one or more directors are so removed at a meeting of stockholders, the stockholders may elect new directors at the same meeting.

Section 5.    Vacancies. Except for a vacancy created by the removal of a director, all vacancies on the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California Corporations Code, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the stockholders. Vacancies created by the removal of a director may be filled only by approval of the stockholders. The stockholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of California.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice on such dates and at such times and places, if any, within or without the State of California, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, or the Secretary or any two directors. Written notice of the time and place of all special meetings of the Board of Directors shall be

5

delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means to each director at least 48 hours before the meeting, or sent to each director by first class mail, postage prepaid, at least four days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, a majority of the Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the Board of Directors or committee present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If the Board of Directors consists of only one director, such sole director shall constitute a quorum. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

Section 10.    Manner of Acting.

(a)    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the Corporation (other than conference telephone and electronic video screen communication), presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently; and (ii) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

(b)    Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law (including Section 307(b) of the California Corporations Code) any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ny such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve any action that requires approval of the stockholders or approval of the outstanding shares under applicable law, (ii) fill vacancies on the Board of Directors or any committee, (iii) fix the compensation of directors for service on the Board of Directors or any committee, (iv) amend or repeal bylaws or adopt new bylaws, (v) adopt, amend or repeal any resolution of the full Board of Directors that by its express terms is not so amendable or repealable, (vi) authorize distributions to stockholders, except at a rate, in a periodic amount, or within a range set out in the Articles of Incorporation or determined by the Board of Directors, or (vii) appoint other committees or members of other committees.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 3 hereof. At the time of the appointment of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by Section 312(a) of the California Corporations Code.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

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Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice by the Board of Directors or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a member of the Board of Directors.

Section 7.    Chairman of the Board. The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall, in addition be the Chief Executive Officer of the Corporation, and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book or electronic record to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Secretary shall keep in safe custody the seal of the Corporation (to the extent the Board of Directors

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determines to cause the Corporation to have a seal), and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.    Chief Financial Officer and Assistant Chief Financial Officers.

(a)    The Chief Financial Officer (who shall also be the Treasurer if the Board of Directors does not designate another officer to hold that office) shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall assign.

(b)    The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Chief Financial Officer shall keep and maintain the Corporation’s books of account and shall render to the Chairman of the Board or the President, and the Board of Directors an account of all of their transactions as Chief Financial Officer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chairman of the Board or the President, or the Board of Directors at any time.

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(c)    The Assistant Chief Financial Officer or if there shall be more than one, the Assistant Chief Financial Officers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Chief Financial Officer designated by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder of capital stock in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by the California Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of capital stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate with respect to capital stock of the Corporation to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the California Corporations Code.

Section 6.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of capital stock subject to the provisions of the California Corporations Code.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of California, and such other records required by law, shall be kept in such place or places either within or without the State of California as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders of the Corporation entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the

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Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the Board of Directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Manner of Giving Notice. Whenever, under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any member of the Board of Directors or any stockholder of the Corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mailing (as such term is defined in Section 113 of the California Corporations Code) addressed to such member of the Board of Directors or stockholder, at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails, postage prepaid. Any other notice shall be deemed to have been given in accordance with Section 118 of the California Corporations Cde. Notice to members of the Board of Directors or, subject to the terms of the California Corporations Code, stockholders of the Corporation, may also be given in the manner described in Section 118 of the California Corporations Code.

Section 7.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.    Annual Report. The Annual Report to stockholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 stockholders.

Section 9.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 10.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

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Section 11.    Amendment. Bylaws may be adopted, amended, or repealed by the vote or the written consent of stockholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of stockholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw or amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 12.    Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Article VI, Section 15 shall have the same meaning as such terms in said Section 317.

Section 13.    Amendment and Restatement. These Bylaws shall be deemed to supersede and replace any bylaws of the Corporation which may have existed prior to the date set forth on the cover page of these Bylaws. Any and all such prior bylaws are hereby terminated ab initio and shall have no further force or effect.

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EX-3.59

Exhibit 3.59

ARTICLES OF INCORPORATION

OF

PICK-YOUR-PART RECYCLING CENTERS, INC.

I

The name of this corporation is Pick-Your-Part

Recycling Centers, Inc.

II

The purpose of this corporation is to engage in any lawful act or activity of which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is: Richard Neu, 901 New Dock Street, Terminal Island, California 90731.

IV

(a)     The corporation is authorized to issue two (2) classes of shares to be designated “Preferred” and “Common”; the total number of shares which this corporation shall have

authority to issue is 200,000. The Common Shares shall be of no par value and the Preferred Shares shall be of no par $100.00 stated value per share. The total number of Common Shares shall be 100,000 and the total number of Preferred Shares shall be 100,000. Each common shareholder of the corporation shall be entitled to full preemptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his proportional part of any common (but not preferred) shares which may be issued at any time or from time to time by the corporation.

(b)     A series of Preferred Shares, designated and known as “Series A Preferred Stock”, is hereby established. The number of shares constituting the Series A Preferred Stock shall be 5,000 shares. The Series A Preferred Stock shall have the following rights, preferences, privileges and restrictions:

1.    Dividends

A.    The holders of the Series A Preferred Stock shall be entitled to receive dividends, if, as and when declared by the Board of Directors of the corporation.

B.    No dividends or other distributions shall be made by the corporation to holders of its Common Stock unless the corporation’s amount of retained earnings immediately prior thereto exceeds the amount proposed to be distributed by at

least the total of (i) the aggregate purchase price of all shares of Preferred Stock of the corporation then issued and outstanding less the aggregate amount of any dividends declared and actually paid on such Preferred Stock and (ii) the amount reserved by the Chief Financial Officer of the corporation to meet any contingent liabilities.

2.    Liquidation Rights. The holders of the Series A Preferred Stock are entitled to a preference in the event of liquidation, dissolution or winding up as follows:

The liquidation preference of the Series A Preferred Stock shall be One Hundred Dollars ($100.00) per share, which shall be paid to each shareholder of Series A Preferred Stock before any distribution shall be made to the holders of the Common Stock or any other junior securities of this corporation upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation. After payment or distribution to the holders of Series A Preferred Stock of the preferential amounts as aforesaid, the remaining assets of the corporation shall be distributed to the holders of the Common Stock.

If upon such liquidation, dissolution or winding up of the corporation the assets thus distributed among the holders of Series A Preferred Stock shall be insufficient to

permit the payment to such shareholders of the full preferential amounts aforesaid, then the entire assets of the corporation to be distributed shall be distributed ratably among the holders of Series A Preferred Stock.

Neither the merger or consolidation of the corporation nor the voluntary sale or conveyance of all or substantially all of the assets of the corporation shall be deemed to be a liquidation, dissolution or winding up of the corporation for purposes of this Section 2.

3.    Redemption Rights. The Series A Preferred Stock shall not be subject to any rights of redemption.

4.    Voting Rights. The holders of the Series A Preferred Stock shall be entitled to vote as a class on all matters on which they are entitled to vote under Section 903 of the California Corporations Code and/or Article V of the Articles of Incorporation of the Corporation. On all other matters which shall be presented at any meeting of stockholders or otherwise submitted to a vote of stockholders, including but not limited to the election of Directors, the holders of Series A Preferred Stock shall not be entitled to vote, either as a class or together with the holders of the Common Stock of the corporation.

(c) The remaining Preferred Shares may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, the liquidation preferences, and all other rights, preferences, privileges and restrictions granted to or imposed on any wholly unissued series of Preferred Shares, and the number of shares constituting any such series and the designation thereof, or of any of them and to increase or decrease the number of shares of any such series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of that series.

The unanimous consent of the shareholders of this corporation shall be required to approve the following actions:

(1)     Mergers or consolidations involving this corporation.

(2)     Amendment or repeal of the Articles of Incorporation or By-Laws of this corporation.

(3)     Issuance of shares of any class or other rights relating to the issuance of shares of this corporation.

(4)     Transfer of all, or substantially all, the assets of this corporation by sale, lease or otherwise.

VI

All corporate actions taken by the Board of Directors of this corporation shall require the affirmative vote of all the Directors.

DATED: March 9, 1979.

/s/ Richard Neu                

RICHARD NEU

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Richard Neu                

RICHARD NEU

NAME CHG. TO: PICK-YOUR-PART AUTO WRECKING

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION.

GLENN McELROY and CAROLYN G. MORGON certify that:

1.    They are the President and Assistant Secretary, respectively of Pick-Your-Part Recycling Centers, Inc., a California corporation.

2.    Article I of the Articles of Incorporation of this corporation is amended to read as follows:

“The name of this corporation is Pick-Your-Part Auto Wrecking.”

3.    The foregoing amendment has been duly approved by the Board of Directors.

4.    No shares have been issued.

/s/ Glenn McElroy                

Glenn McElroy, President

/s/ Carolyn Morgan                

Carolyn Morgan, Assistant Secretary

The undersigned certify under penalty of perjury that the matters set forth in the foregoing Certificate are true of their

own knowledge.

Executed at Wilmington, California on August 6, 1979.

/s/ Glenn McElroy                

Glenn McElroy

/s/ Carolyn Morgan                

Carolyn Morgon

RESTATED ARTICLES OF INCORPORATION

OF

PICK-YOUR-PART AUTO WRECKING

GLENN C. McELROY AND N. MATTHEW GROSSMAN certify that:

1.    They are the President and Secretary, respectively, of PICK-YOUR-PART AUTO WRECKING, a California corporation.

2.    The Articles of Incorporation of this corporation, including all amendments thereto, are hereby restated in their entirety to read as follows:

I

The name of this corporation is PICK-YOUR-PART AUTO WRECKING.

II

The purpose of this corporation is to engage in any lawful act or activity of which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

(a)    The corporation is authorized to issue two (2) classes of shares to be designated “Preferred” and “Common”; the total number of shares which this corporation shall have authority to issue is 200,000. The Common Shares shall be of no par value and the Preferred Shares shall be of no par $100.00 stated value per share. The total number of Common Shares shall be 100,000 and the total number of Preferred Shares shall be 100,000. Each common shareholder of

the corporation shall be entitled to full preemptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his proportional part of any common (but not preferred) shares which may be issued at any time or from time to time by the corporation.

(b)    A series of Preferred Shares, designated and known as “Series A Preferred Stock”, is hereby established. The number of shares constituting the Series A Preferred Stock shall be 5,000 shares. The Series A Preferred Stock shall have the following rights, preferences, privileges and restrictions:

1.    Dividends

A.    The holders of the Series A Preferred Stock shall be entitled to receive dividends, if, as and when declared by the Board of Directors of the corporation.

B.    No dividends or other distributions shall be made by the corporation to holders of its Common Stock unless the corporation’s amount of retained earnings immediately prior thereto exceeds the amount proposed to be distributed by at least the total of (i) the aggregate purchase price of all shares of Preferred Stock of the corporation then issued and outstanding less the aggregate amount of any dividends declared and actually paid on such Preferred Stock and (ii) the amount reserved by the Chief Financial Officer of the corporation to meet any contingent liabilities.

2.    Liquidation Rights. The holders of the Series A Preferred Stock are entitled to a preference in the event of liquidation, dissolution or winding up as follows:

The liquidation preference of the Series A Preferred Stock shall be One Hundred Dollars ($100.00) per share, which shall be paid to each shareholder of Series A Preferred Stock before any distribution shall be made to the holders of the Common Stock or any other junior securities of this corporation upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation. After payment or distribution

to the holders of Series A Preferred Stock of the preferential amounts as aforesaid, the remaining assets of the corporation shall be distributed to the holders of the Common Stock.

If upon such liquidation, dissolution or winding up of the corporation the assets thus distributed among the holders of Series A Preferred Stock shall be insufficient to permit the payment to such shareholders of the full preferential amounts aforesaid, then the entire assets of the corporation to be distributed shall be distributed ratably among the holders of Series A Preferred Stock.

Neither the merger or consolidation of the corporation nor the voluntary sale or conveyance of all or substantially all of the assets of the corporation shall be deemed to be a liquidation, dissolution or winding up of the corporation for purposes of this Section 2.

3.    Redemption Rights. The Series A Preferred Stock shall not be subject to any rights of redemption.

4.    Voting Rights. The holders of the Series A Preferred Stock shall be entitled to vote as a class on all matters on which they are entitled to vote under Section 903 of the California Corporations Code and/or Article IV of the Articles of Incorporation of the Corporation. On all other matters which shall be presented at any meeting of stockholders or otherwise submitted to a vote of stockholders, including but not limited to the election of Directors, the holders of Series A Preferred Stock shall not be entitled to vote, either as a class or together with the holders of the Common Stock of the corporation.

(c)     The remaining Preferred Shares may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, the liquidation preferences, and all other rights, preferences, privileges and restrictions

granted to or imposed on any wholly unissued series of Preferred Shares, and the number of shares constituting any such series and the designation thereof, or of any of them and to increase or decrease the number of shares of any such series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of that series.

IV

The unanimous consent of the shareholders of this corporation shall be required to approve the following actions:

(1) Mergers or consolidations involving this corporation.

(2) Amendment or repeal of the Articles of Incorporation or By-Laws of this corporation.

(3)    Issuance of shares of any class or other rights relating to the issuance of shares of this corporation.

(4) Transfer of all, or substantially all, the assets of this corporation by sale, lease or otherwise.

V

All corporate actions taken by the Board of Directors of this corporation shall require the affirmative vote of all the Directors.

3.    The foregoing restatement of articles has been duly approved by the Board of Directors.

/s/ Glenn C. McElroy                

Glenn C. McElroy, President

/s/ N. Matthew Grossman            

N. Matthew Grossman, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the for9goingi Certificate

are true and correct. Executed at Los Angeles, California on July 16, 1981.

/s/ Glenn C. McElroy                

Glenn C. McElroy, President

/s/ N. Matthew Grossman            

N. Matthew Grossman, Secretary

RESTATED ARTICLES
OF INCORPORATION OF
PICK-YOUR-PART AUTO WRECKING

Glenn C. McElroy and Richard W. Neu certify that:

1.    They are the president and the secretary, respectively, of Pick-Your-Part Auto Wrecking a California corporation.

2.    The Articles of Incorporation of this corporation are amended and restated to read as follows:

I

The name of this corporation is Pick-Your-Part Auto Wrecking.

II

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

(a)     The corporation is authorized to issue two classes of shares designated respectively “Preferred Stock” and “Common Stock”, and referred to herein either as Common Stock or Common shares and Preferred Stock or Preferred shares, respectively. The total number of shares which the corporation shall have authority to issue is 200,000. The Common shares shall be of no par value and the Preferred shares shall be of no par $100.00 stated value per share. The total number of shares of Common Stock shall be 100,000 and the total number of shares of Preferred Stock shall be 100,000. Two series of Common Stock designated, respectively, Class A of which the corporation is authorized to issue 50,000 shares, and Class B of which the corporation is authorized to issue 50,000 shares, are hereby established. The rights, preferences, privileges and restrictions of Class A Common Stock and Class B Common Stock shall be equal and identical in all respects except that, unless otherwise provided by law, the holders of shares of Class A Common Stock shall have and possess

the exclusive right to notice of shareholders’ meetings and the exclusive voting rights and voting power and the holders of shares of Class B Common Stock shall not be entitled to notice of any shareholders’ meetings or to vote, as a class or otherwise, upon the election of directors or upon any other matter. Each shareholder of Class A Common Stock of the corporation shall be entitled to full preemptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his proportional part of any shares of Class A Common Stock which may be issued at any time or from time to time by the corporation. Each shareholder of Class B Common Stock of the Corporation shall be entitled to full preemptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his proportional part of any shares of Class B Common Stock which may be issued at any time or from time to time by the corporation.

(b)     A series of Preferred stock, designated and known as “Series A Preferred Stock”, is hereby established. The number of shares constituting the Series A Preferred Stock shall be 5,000 shares. The Series A Preferred Stock shall have the following rights, preferences, privileges and restrictions:

1.     Dividends

A.     The holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors of the corporation, out of any assets at the time legally available therefor, dividends in cash in the amount declared from time to time by the Board of Directors.

B.     No dividends or other distributions shall be made by the corporation to holders of its Common Stock unless the corporation’s amount of retained earnings immediately prior thereto exceeds the amount proposed to be distributed by at least the total of (i) the aggregate liquidation preference of all shares of Preferred Stock of the corporation then issued and outstanding less the aggregate amount of any dividends declared and actually paid on such Preferred Stock and (ii) the amount reserved by the Chief Financial Officer of the corporation to meet any contingent liabilities.

2. Liquidation Rights. The holders of the Series A Preferred Stock are entitled to a preference

in the event of liquidation, dissolution or winding up as follows:

The liquidation preference of the Series A Preferred Stock shall be One Hundred Dollars ($100.00) per share, which shall be paid to each shareholder of Series A Preferred Stock before any distribution shall be made to the holders of the Common Stock or any other junior securities of the corporation upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation. After payment or distribution to the holders of Series A Preferred Stock of the preferential amounts as aforesaid, the remaining assets of the corporation shall be distributed to the holders of the Common Stock.

If upon such liquidation, dissolution or winding up of the corporation the assets thus distributed among the holders of Series A Preferred Stock shall be insufficient to permit the payment to such shareholders of the full preferential amounts aforesaid, then the entire assets of the corporation to be distributed shall be distributed ratably among the holders of Series A Preferred Stock.

Neither the merger or consolidation of the corporation nor the voluntary sale or conveyance of all or substantially all of the assets of the corporation shall be deemed to be a liquidation, dissolution or winding up of the corporation for purposes of this Section 2.

3.     Redemption Rights. The Series A Preferred Stock shall not be subject to any rights of redemption.

4.     Voting Rights. Except as otherwise provided by law, the holders of the Series A Preferred Stock shall not be entitled to notice of any shareholders’ meetings or to vote, as a class or otherwise, upon the election of directors or upon any other matter.

(c)     The remaining Preferred shares may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, the liquidation preferences, and all other

rights, preferences, privileges and restrictions granted to or imposed on any wholly unissued series of Preferred shares, and the number of shares constituting any such series and the designation thereof, or of any of them and to increase or decrease the number of shares of any such series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding.    In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of that series.

(d)     Upon the amendment of this article to read as hereinabove set forth, each outstanding share of Common Stock is converted into and reconstituted as one share of Class A Common Stock, and each outstanding share of Series A Preferred Stock is converted into and reconstituted as one share of new Series A Preferred Stock.

3.    The foregoing amendment and restatement of articles of incorporation has been duly approved by the board of directors.

4.    The foregoing amendment and restatement of articles of incorporation has been duly approved by the required vote of. shareholders in accordance with Sections 902 and 903 of the Corporations Code, and the unanimous consent of all shareholders in accordance with Article IV of the Restated Articles of Incorporation of this corporation, as filed in the office of the Secretary of State on July 17, 1981. The total number of outstanding shares of the corporation is 80 shares of Common Stock and 1,475 shares of Series A Preferred Stock. The number of shares of each class voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of each class of shares and more than 50% of the outstanding voting shares, and the unanimous consent of all shareholders under the provisions of said Article IV.

/s/ Glenn C. McElroy                

Glenn C. McElroy, President

/s/ Richard W. Neu                

Richard W. Neu, Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at Los Angeles, California, on December 6, 1984.

/s/ Glenn C. McElroy                

Glenn C. McElroy

/s/ Richard W. Neu                

Richard W. Neu

AGREEMENT OF MERGER BETWEEN
PICK-YOUR-PART AUTO WRECKING
AND
SUN VALLEY PICK-YOUR-PART AUTO WRECKING

This Agreement of Merger is entered into between Pick-Your-Part Auto Wrecking, a California corporation (herein “Surviving Corporation”) and Sun Valley Pick-Your-Part Auto Wrecking, a California corporation (herein “Merging Corporation”).

1. Merging Corporation shall be merged into Surviving Corporation.

2. Each outstanding share of Class A Common Stock and Series A Preferred Stock of Surviving Corporation, and each outstanding share of Class A Common Stock, Class B Common Stock and Series A Preferred Stock of Merging Corporation, shall be cancelled, and new shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock of. Surviving Corporation shall be issued as follows:

Name of Shareholder	Class A Common Stock	Class B Common Stock	Series A Preferred Stock
John L. Neu	90	1,035	1,125
Jeffrey P. Neu	45	455
Robert T. Neu	45	455
Leslie S. Neu	45	455
Richard W. Neu	675	7,200	1,125
Glenn McElroy	576	4,224	190
Phillip McElroy	216	1,584	190
Tom Hutton	108	792	95
Total	1,800	16,200	2,725

3.     Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments

and take all such action necessary or desirable to evidence or carry out this merger.

4.     The effect of the merger and the effective date of the merger are as prescribed by law:

5.     This merger is under and pursuant to Internal Revenue Code Section 368(a)(1)(A).

6.     All shareholders of each class and series of shares of each constituent corporation have consented to the unequal distribution of securities set forth in paragraph 2 above.

IN WITNESS WHEREOF, the parties have executed this Agreement.

PICK-YOUR-PART AUTO WRECKING

/s/ Glenn McElroy                

Glenn McElroy, President

/s/ Richard W. Neu                

Richard W. Neu, Secretary

SUN VALLEY PICK-YOUR-PART AUTO WRECKING

/s/ Glenn McElroy                

Glenn McElroy, President

/s/ Richard W. Neu                

Richard W. Neu, Secretary

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

Glenn McElroy and Richard W. Neu certify that:

1.     They are the president and the secretary, respectively, of Pick-Your-Part Auto Wrecking, a California corporation.

2.     The Agreement of Merger in the form attached hereto was duly approved by the Board of Directors and Shareholders of this corporation.

3.     The shareholder approval (including consent to the unequal distribution of securities) was by the holders of 100% of the outstanding shares of each class of shares of the corporation.

4.     The Agreement of Merger in the form attached hereto was approved by this corporation by the vote of a number of shares of each class which equaled or exceeded the vote required; such classes, the total number of outstanding shares of each class entitled to vote on the merger, and the percentage vote required of each class being as follows:

Name of Class and Series	Total Number of Outstanding Shares Entitled to Vote	Percentage Vote Required	Percentage of Votes Consenting to Unequal Distribution to Securities
Class A Common Stock	80	More than 50%	100%
Class B Common Stock	None Outstanding	More than 50%	None required
Series A Preferred	1,475	More than 50%	100%

/s/ Glenn McElroy                

Glenn McElroy, President

/s/ Richard W. Neu                

Richard W. Neu, Secretary

The undersigned declared under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at Los Angeles, California on December 17 1984.

/s/ Glenn McElroy                

Glenn McElroy

/s/ Richard W. Neu                

Richard W. Neu

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

Glenn McElroy and Richard W. Neu certify that:

1. They are the president and secretary, respectively, of Sun Valley Pick-Your-Part. Auto Wrecking, a California corporation.

2. The Agreement of Merger in the form attached hereto was duly approved by the Board of Directors and shareholders of this corporation.

3. The shareholder approval’(including consent to the unequal distribution of securities) was by the holders of 100% of the outstanding shares of each class of shares of this corporation.

4.. The Agreement of Merger in the form attached hereto was approved by this corporation by the vote of a number of shares of each class which equaled or exceeded the vote required; such classes, the total number of outstanding shares of each class entitled to vote on the merger, and the percentage vote required of each class being as follows:

Name of Class and Series	Total Number of Outstanding Shares Entitled to Vote	Percentage Vote Required	Percentage of Votes Consenting to Unequal Distribution to Securities
Class A Common Stock	900	More than 50%	100%
Class B Common Stock	8,100	More than 50%	100%
Series A Preferred Stock	1,250	More than 50%	100%

/s/ Glenn McElroy                

Glenn McElroy, President

/s/ Richard W. Neu                

Richard W. Neu, Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at Los Angeles, California on December 17, 1984.

/s/ Glenn McElroy                

Glenn McElroy

/s/ Richard W. Neu                

Richard W. Neu

CERTIFICATE OF OWNERSHIP

GLENN C. McELROY and RICHARD W. NEU certify that:

1.    They are the president and the secretary, respectively, of PICK-YOUR-PART AUTO WRECKING, a California corporation.

2.    This corporation owns 100 percent of the outstanding shares of BEA-PER, INC., a California corporation.

3.    The board of directors of this corporation has duly adopted the following resolutions:

RESOLVED, that this corporation merge BEA-PER, INC., its wholly-owned subsidiary corporation, into itself and assume all its liabilities pursuant to Section 1110 of the California Corporations Code; and

RESOLVED, FURTHER, that the President and Secretary are directed to execute and file a Certificate of Ownership pursuant to Section 1110 of the California Corporations Code and to take such further actions as may be necessary or proper to accomplish such merger.

/s/ Glenn C. McElroy                

Glenn C. McElroy

/s/ Richard W. Neu                

Richard W. Neu

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge.

Executed at Stanton, California, on March 15, 1986.

/s/ Glenn C. McElroy                

Glenn C. McElroy

/s/ Richard W. Neu                

Richard W. Neu

EX-3.60

Exhibit 3.60

AMENDED AND RESTATED BYLAWS

OF

PICK-YOUR-PART AUTO WRECKING

Adopted as of August 30, 2023

ARTICLE I
OFFICES

Pick-Your-Part Auto Wrecking (the “Corporation”) may have such offices, including registered offices, at such places both within and outside the State of California as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of California as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the members of the Board of Directors then in office, or the holder of shares of the Corporation’s capital stock entitled to cast not less than 10 percent of the votes at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice of meetings may be given by any means described in Section 118 of the California Corporations Code.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment provided that any action taken, other than adjournment, shall be approved by at least a majority of the shares required to constitute a quorum. If, however, such majority shall not be present or represented at any meeting of the stockholders, the vote of a majority of the shares represented either in person or by proxy, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (or by means of remote

communications), and notice need not be given of any such adjourned meeting if the time and place (if any) thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by applicable law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    members of the Board of Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    whenever any corporate action other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders of the Corporation, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of capital stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such stockholder and bearing a date not more than eleven months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by applicable law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation. Such notice shall be delivered in compliance with Section 601(b) and Section 603(b)(2) of the California Corporations Code.

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Section 9.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If any meeting of the stockholders is adjourned for more than 45 days from the date set for the original meeting, the Board of Directors shall fix a new record date for determining the stockholders entitled to notice of and to vote at such adjourned meeting. If no record date is fixed:

(a)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

(b)    the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

(c)    the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 10.    Consent of Absentees.The transactions of any meeting of stockholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more stockholders has given notice at the meeting prior to the voting of the stockholder’s intent to cumulate the stockholder’s votes, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder’s shares are normally entitled, or distribute the stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation and Section 212(a) of the California Corporations Code, the number of directors which shall

4

constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. Directors must be natural persons.

Section 3.    Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If one or more directors are so removed at a meeting of stockholders, the stockholders may elect new directors at the same meeting.

Section 5.    Vacancies. Except for a vacancy created by the removal of a director, all vacancies on the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California Corporations Code, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the stockholders. Vacancies created by the removal of a director may be filled only by approval of the stockholders. The stockholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of California.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice on such dates and at such times and places, if any, within or without the State of California, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, or the Secretary or any two directors. Written notice of the time and place of all special meetings of the Board of Directors shall be

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delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means to each director at least 48 hours before the meeting, or sent to each director by first class mail, postage prepaid, at least four days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, a majority of the Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the Board of Directors or committee present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If the Board of Directors consists of only one director, such sole director shall constitute a quorum. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

Section 10.    Manner of Acting.

(a)    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the Corporation (other than conference telephone and electronic video screen communication), presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently; and (ii) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

(b)    Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law (including Section 307(b) of the California Corporations Code) any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ny such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve any action that requires approval of the stockholders or approval of the outstanding shares under applicable law, (ii) fill vacancies on the Board of Directors or any committee, (iii) fix the compensation of directors for service on the Board of Directors or any committee, (iv) amend or repeal bylaws or adopt new bylaws, (v) adopt, amend or repeal any resolution of the full Board of Directors that by its express terms is not so amendable or repealable, (vi) authorize distributions to stockholders, except at a rate, in a periodic amount, or within a range set out in the Articles of Incorporation or determined by the Board of Directors, or (vii) appoint other committees or members of other committees.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 3 hereof. At the time of the appointment of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by Section 312(a) of the California Corporations Code.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

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Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice by the Board of Directors or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a member of the Board of Directors.

Section 7.    Chairman of the Board. The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall, in addition be the Chief Executive Officer of the Corporation, and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book or electronic record to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Secretary shall keep in safe custody the seal of the Corporation (to the extent the Board of Directors

8

determines to cause the Corporation to have a seal), and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.    Chief Financial Officer and Assistant Chief Financial Officers.

(a)    The Chief Financial Officer (who shall also be the Treasurer if the Board of Directors does not designate another officer to hold that office) shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall assign.

(b)    The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Chief Financial Officer shall keep and maintain the Corporation’s books of account and shall render to the Chairman of the Board or the President, and the Board of Directors an account of all of their transactions as Chief Financial Officer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chairman of the Board or the President, or the Board of Directors at any time.

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(c)    The Assistant Chief Financial Officer or if there shall be more than one, the Assistant Chief Financial Officers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Chief Financial Officer designated by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder of capital stock in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by the California Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of capital stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate with respect to capital stock of the Corporation to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the California Corporations Code.

Section 6.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of capital stock subject to the provisions of the California Corporations Code.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of California, and such other records required by law, shall be kept in such place or places either within or without the State of California as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders of the Corporation entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the

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Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the Board of Directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Manner of Giving Notice. Whenever, under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any member of the Board of Directors or any stockholder of the Corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mailing (as such term is defined in Section 113 of the California Corporations Code) addressed to such member of the Board of Directors or stockholder, at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails, postage prepaid. Any other notice shall be deemed to have been given in accordance with Section 118 of the California Corporations Cde. Notice to members of the Board of Directors or, subject to the terms of the California Corporations Code, stockholders of the Corporation, may also be given in the manner described in Section 118 of the California Corporations Code.

Section 7.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.    Annual Report. The Annual Report to stockholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 stockholders.

Section 9.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 10.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

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Section 11.    Amendment. Bylaws may be adopted, amended, or repealed by the vote or the written consent of stockholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of stockholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw or amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 12.    Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Article VI, Section 15 shall have the same meaning as such terms in said Section 317.

Section 13.    Amendment and Restatement. These Bylaws shall be deemed to supersede and replace any bylaws of the Corporation which may have existed prior to the date set forth on the cover page of these Bylaws. Any and all such prior bylaws are hereby terminated ab initio and shall have no further force or effect.

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EX-3.61

Exhibit 3.61

ARTICLES OF INCORPORATION
OF
POTOMAC GERMAN AUTO, INC.

APPROVED AND RECEIVED FOR RECORD BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND MAY 10, 1989 AT 10:59 O’CLOCK A.M. AS IN CONFORMITY WITH LAW AND ORDERED RECORDED.

ORGANIZATION AND CAPITALIZATION PAID	RECORDING FEE PAID		SPECIAL FEE PAID
$20	$20		$
		B2793198

TO THE CLERK OF THE COURT OF MONTGOMERY COUNTY

IT IS HEREBY CERTIFIED, THAT THE WITHIN INSTRUMENT, TOGETHER WITH ALL ENDORSEMENTS THEREON, HAS BEEN RECEIVED, APPROVED AND RECORDED BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND.

RETURN TO:

JAMES E. BYRNE
10624 CAMBRIDGE COURT
GAITHERSBURG    MD 20879

ARTICLES OF INCORPORATION
OF
POTOMAC GERMAN AUTO, INC.

Article I
Name

The name of this corporation shall be Potomac German Auto, Inc. (hereafter referred to as “corporation”).

Article II
Duration

The term of existence of this corporation shall be perpetual.

Article III
Purpose

This corporation is organized for the purpose of transacting any and all lawful business.

Article IV
Capital Stock

There shall only be one class of stock. This corporation is authorized to issue 100,000 shares at $1.00 par value common stock, which shall be designated “common shares.” The consideration to be paid for each share shall be fixed by the Board of Directors.

The aggregate par value of all the shares of stock of this corporation is $100,000.

All voting powers of this corporation shall be vested in the common stock above-designated.

Article V
Preemptive Rights

No shareholder, upon the sale, by the corporation, for cash of any new stock of this corporation shall have the right to purchase his prorata share thereof and there shall be no preemptive rights.

Article VI
Stock and Stockholders

The corporation is authorized to issue only one class of stock, and all issued stock shall be held of record by not more than 35 persons, counting husband and wife as one shareholder for this purpose. Stock shall be issued and transferable only to natural persons who are not nonresident aliens.

Article VII
Current Stockholders

The undersigned, being all of the stockholders of the corporation hereby consent to the election made by the corporation under section 1372(a) of the Internal Revenue Code to be treated as a small business corporation and to have its income taxed directly to its shareholders, whether distributed to them or not.

The names and addressed of the undersigned, and the number of shares held by each are as follows:

Name & AddressNo. of Shares

Michael A. Difato                        265
10500 Seneca Ridge Drive
Gaithersburg, MD 20879

Article VIII
Principal Office and Initial Registered Agent

The street address of the principal office of this corporation is 13 Firstfield Road, Gaithersburg, MD 20878, and the name of the initial registered agent of this corporation is Michael A. Difato, a citizen of Maryland, whose address is 13 Firstfield Road, Gaithersburg, MD 20878.

Article IX
Initial Board of Directors and Officers

The number of the directors of the corporation shall be three, which number may be increased or decreased pursuant to the By-Laws of the corporation, but shall never be less than three, provided that:

1)    if there is no stock outstanding, the number of directors may be less than three, but not less than one; and

2)    if there is stock outstanding and so long as there are less than three stockholders, the number of directors may be less than three, but not less than the number of stockholders.

The names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualify are: Hall Miller, whose address is 19118 Capehart Drive, Gaithersburg, MD 20879; Robert Roche, whose address is 19425 Battleridge Way, Gaithersburg, MD 20879, and Michael A. Difato, whose address is 10500 Seneca Ridge Drive, Gaithersburg, MD 20879.

Article X
Incorporator

The name and address of each incorporator each of whom is 18 years or older, forming a corporation under the general laws of Maryland is:

Name	Address
Michael A. Difato	10500 Seneca Ridge Dr. Gaithersburg, MD 20879
James E. Byrne	10524 Cambridge Court Gaithersburg, MD 20879

Article XI
Indemnification

The corporation shall indemnify any officer or director, or any former officer or director, to the full extent permitted by law.

IN WITNESS WHEREOF, the undersigned Incorporators have executed these Articles of Incorporation this 1st day of May        , 1989.

/s/ Michael A Difato

Incorporator

/s/ James E. Byrne

Incorporator

STATE OF MARYLAND
COUNTY OF MONTGOMERY

Before me, a Notary Public authorized to take acknowledgements in this State and County set forth above, personally appeared Michael A. Difato and James E. Byrne known to me and known by me to be the persons who executed the foregoing Articles of Incorporation, and they acknowledged before me that they executed those Articles of Incorporation.

IN WITNESS WHEREOF, I have here unto set my hand and affixed my official seal, in the State and County aforesaid, this 1st day of May        ,1989.

		/s/ Robert E. Stubbs
		NOTARY PUBLIC State of Maryland at Large
My Commission Expires:	July 1, 1990

POTOMAC GERMAN AUTO RECYCLERS, INC.
Mercedes-Benz Salvage Products Division
4305 Lime Kiln Road
Frederick, Maryland 21701
(301) 874-5420
D.C. metro area (301) 428-8239

May 9, 1989

State of Maryland
State Department of Assessments and Taxation
301 W. Preston Street
Baltimore, MD 21201

Attention: Joyce M.Thompson, Legal Officer

Letter of Consent

I hereby certify that the Directors of Potomac German Auto Recyclers, Inc., a Maryland stock corporation, do consent and have no objection to the use of the name Potomac German Auto, Inc. by a corporation of that name of whom the shareholder listed in its Article 5 of Incorporation is Michael A. Difato.

Potomac German Auto Recycling, Inc.
By:	/s/ William Hall Miller
	William Hall Miller, President
attest:	/s/ William Hall Miller
	William Hall Miller, Secretary

EX-3.62

Exhibit 3.62

AMENDED AND RESTATED BYLAWS

OF

POTOMAC GERMAN AUTO, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

    Section 1.    Principal Office. The principal office of Potomac German Auto, Inc. (the “Corporation”) in the State of Maryland shall be located in Gaithersburg, MD or at any other place or places as the board of directors (“Board of Directors”) may designate.

    Section 2.    Additional Offices. The Corporation may have additional offices at any other place or places that the Board of Directors determines from time to time or the business of the Corporation requires.

    Section 3.    Definitions. Terms used in these bylaws which are not defined in these Amended and Restated Bylaws (“Bylaws”) but which are defined in the Maryland General Corporation Law (“MGCL”) shall have the meanings ascribed to them in the MGCL.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Articles of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Maryland, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication authorized by and in accordance with Section 2-503 of the 2019 Maryland Corporations and Associations Code (the “Maryland Code”). In the absence of any such designation or determination, stockholders’ meeting shall be held at the principal executive office of the Corporation.

Section 4.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 5.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 6.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 7.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 8.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 9.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous

consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Maryland.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Maryland, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the

votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Articles of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. To the maximum extent permitted by Maryland law in effect from time to time, the corporation shall indemnify (i) any individual who is a present or former director or officer of the corporation or (ii) any individual who, while a director of the corporation and at the request of the corporation, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee. Subject to the requirements of Maryland law in effect from time to time, the corporation, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse to any such individual reasonable expenses in advance of final disposition of a proceeding. The Corporation may, with the approval of its Board of Directors, provide indemnification and advancement of expenses to a person who served a predecessor of the corporation in any such capacities and to any employee or agent of the corporation or a predecessor of the corporation. The indemnification and payment or reimbursement of expenses provided in these bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification and payment or reimbursement of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. Neither the amendment nor repeal of this Article III, Section 14, nor the adoption or amendment of any other provision of the bylaws or charter of the corporation inconsistent with this Article III, Section 14, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to that amendment, repeal or adoption.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the MGCL.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the

receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Uncertificated Stock. In the event the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of those shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 3.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 2-211 of the Maryland Code Corps. & Assns, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 4.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 5.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 6.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the MGCL.

Section 8.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the MGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Maryland shall be kept in such place or places either within or without the State of Maryland as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Maryland”. Said

seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the MGCL or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the MGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the MGCL or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for the County of Montgomery in the State of Maryland shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL, the Articles of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Circuit Court having personal jurisdiction over the indispensable parties named as defendants therein.

Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

EX-3.63

Exhibit 3.63

California Secretary of State Business Programs Division 1500 11th Street, Sacramento, CA 95814

Request Type: Certified Copies Entity Name: REDDING AUTO CENTER, INC. Formed In: CALIFORNIA Entity No.: 2127042 Entity Type: Stock Corporation – CA – General Issuance Date: 11/28/2022 Copies Requested: 1 Receipt No.: 002994253 Certificate No.: 062221316

DOCUMENT LISTING

Reference #	Date Filed	Filing Description	Number of Pages
16344350-1	12/04/1998	Initial Filing	1
16344351-1	01/27/1999	Legacy Merger	5
16344353-1	12/04/2006	Legacy Merger	3
** **** ****** ******** End of List ******** ****** **** **

I, SHIRLEY N. WEBER, PH.D., California Secretary of State, do hereby certify on the Issuance Date, the attached document(s) referenced above are true and correct copies and were filed in this office on the date(s) indicated above.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California on November 28, 2022.
	/s/ Shirley N. Weber     SHIRLEY N. WEBER, PH.D. Secretary of State

To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at bizfileOnline.sos.ca.gov.

SMRH:4868-3105-5483.1 Page 1 of 9

ARTICLES OF INCORPORATION

OF

LKQ Redding Auto Company

FIRST:    That the name of the corporation is LKQ Redding Auto Company

SECOND:    The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD:    The name of this corporation’s initial agent for service of process in the State of California is:

CT Corporation System

FOURTH:    The total number of shares which the corporation is authorized to issue is one thousand (1,000); all of such shares shall be with a par value per share of $0.01.

IN WITNESS WHEREFORE, the undersigned has executed the Articles this 1st day of December, 1998.

/s/ Daniel Hemmer    

Daniel Hemmer, Incorporator

SMRH:4868-3105-5483.1

AGREEMENT OF MERGER

This Agreement of Merger is entered into between LKQ REDDING AUTO COMPANY, a corporation duly organized and existing under the laws of the state of California, herein called the “surviving corporation”, and WITTIG INVESTMENTS, INC., a corporation duly organized and existing under the laws of the state of California, herein called the "merging corporation".

1.    The merging corporation shall be merged into the surviving corporation.

2.    Article First of the Articles of Incorporation of the surviving corporation is amended to read as follows: The name of the corporation is REDDING AUTO CENTER, INC.

3.    The terms and conditions of the merger are as follows:

In accordance with Section 1107 of the California Corporations Code, the merging corporation will be merged with and into the surviving corporation. Following the merger, the surviving corporation shall continue as the surviving corporation and the separate existence of the merging corporation shall cease. The Articles of Incorporation and Bylaws of the surviving corporation shall be the articles of incorporation and bylaws of the surviving corporation of the merger. The directors of the surviving corporation shall be the directors of the surviving corporation of the merger. The merger shall become effective at the time of filing of this Agreement of Merger.

4.    The manner of converting the shares of each constituent into shares or other securities of the surviving corporation, and, if any shares of any of the constituent corporations are not to be converted solely into shares or other securities of the surviving corporation, the cash, property, rights or securities of any corporation which the holders of such shares are to receive in exchange for the shares are as follows:

Each share of surviving corporation common stock issued and Outstanding immediately prior to the effective time shall remain issued and outstanding.

Each issued and outstanding share of merging corporation common stock immediately prior to the effective time shall be converted into the right to receive from the surviving corporation (i) an amount in cash equal to $129.9972 and (ii) delivery to the shareholders of the merging corporation of 10.39985 shares of Common Stock, par value $.01 per share, of LKQ Corporation, a Delaware corporation (the “LKQ Common Stock”).

5.    Any other details or provisions are as follows: None

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IN WITNESS WHEREOF the parties have executed this Agreement as of the 31st day of December, 1998.

LKQ REDDING AUTO COMPANY

By: /s/ Thomas B. Raterman    

Name: Thomas B. Raterman

Title: Vice President

By: /s/ Victor M. Casini    

Name: Victor M. Casini

Title: Secretary

WITTIG INVESTMENTS, INC.

By: /s/ Randy D. Wittig    

Name: Randy D. Wittig

Title: President

By: /s/ Randy D. Wittig    

Name: Randy D. Wittig

Title: Secretary

SMRH:4868-3105-5483.1 -2-

CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER

Thomas B. Raterman and Victor M. Casini certify that:

1.    They are the Vice President and Secretary, respectively of LKQ REDDING AUTO COMPANY, a California corporation.

2.    The Agreement of Merger in the form attached was duly approved by the board of directors and shareholders of the corporation.

3.    The shareholder approval was by the holders of 100% of the outstanding shares of the corporation.

4.    There is only one class of shares and the number of shares outstanding is 1,000.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of own knowledge.

December 31, 1998. /s/ Thomas B. Raterman     Thomas B. Raterman, Vice President /s/ Victor M. Casini     Victor M. Casini, Secretary

SMRH:4868-3105-5483.1

OFFICERS’ CERTIFICATE

OF

WITTIG INVESTMENTS, INC.

I, Randy D. Wittig, President and Secretary of WITTIG INVESTMENTS, INC., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.    That he is the president and the secretary, respectively of WITTIG INVESTMENTS, INC., a California corporation.

2.    The total number of outstanding shares of each class of this corporation entitled to vote on the merger is as follows:

Class	Total number of shares entitled to vote
A	10,000
B	10,000

3.    That the principal terms of the agreement of merger in the form attached were approved by the shareholders of this corporation by a vote of the number of shares of each class which equaled or exceeded the vote required by each class to approve the merger; to wit, all of the outstanding shares.

4.    That each class entitled to vote and the minimum vote of each such class is as follows:

Class	Minimum number of shares required to approve the Merger
A	5,001
B	5,001

SMRH:4868-3105-5483.1 -1-

The undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge. Executed at Redding, California on December 31, 1998.

/s/ Randy D. Wittig    

Name: Randy D. Wittig

Title: President

/s/ Randy D. Wittig    

Name: Randy D. Wittig

Title: Secretary

SMRH:4868-3105-5483.1 -2-

CERTIFICATE OF OWNERSHIP.

OF

LKQ of Stockton, Inc.,

INTO

Redding Auto Center, Inc.

To the Secretary of State

State of California

Pursuant to the provisions of the General Corporation Law of the State of California, the undersigned officers of the domestic parent corporation hereinafter named do hereby certify as follows:

FIRST: The name of the parent corporation, which is a business corporation of the State of California and which is to be the surviving corporation under the merger herein certified, is Redding Auto Center, Inc.

SECOND: The name of the subsidiary corporation, which is a business corporation of the State of California and which is to be the terminating corporation under the merger herein certified, is LKQ of Stockton, Inc.

THIRD: Redding Auto Center, Inc. owns 100% of the outstanding shares of LKQ of Stockton, Inc.

FOURTH: The following is a copy of the resolution to merge LKQ of Stockton, Inc. into Redding Auto Center, Inc. as adopted and approved by the Board of Directors of Redding Auto Center, Inc.

“RESOLVED THAT:

1.    Redding Auto Center, Inc., which is a business corporation of the State of California and is the owner of all of the outstanding shares of LKQ of Stockton, Inc., which is also a business corporation of the State of California, does hereby merge LKQ of Stockton, Inc. into Redding Auto Center, Inc. pursuant to the provisions of the General Corporation Law of the State of California and does hereby assume all of the liabilities of LKQ of Stockton, Inc.;

2.    LKQ of Stockton, Inc. shall be the terminating corporation upon the effective date of the merger herein provided for pursuant to the provisions of the General Corporation Law of the State of California, and Redding Auto Center, Inc. shall continue its existence as the surviving corporation pursuant to the provisions of the said General Corporation Law of the State of California;

3.    The issued shares of LKQ of Stockton, Inc. shall not be converted in any manner, nor shall any cash or other consideration be paid or delivered therefor, inasmuch as Redding Auto Center, Inc. is the owner of all outstanding shares of LKQ of Stockton, Inc., but each said share which is issued as of the effective date of the merger shall be surrendered and extinguished;

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4.    The Board of Directors and the proper officers of Redding Auto Center, Inc. are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of the merger herein provided for;

On the date set forth below, in the City of ____________ in the State of _____________, each of the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Executed on this 31st day of November, 2006.

/s/ Frank P. Erlain    

Frank P. Erlain, VP, CFO, & Secretary

Redding Auto Center, Inc.

SMRH:4868-3105-5483.1 -2-

EX-3.64

Exhibit 3.64

AMENDED AND RESTATED BYLAWS

OF

REDDING AUTO CENTER, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

Redding Auto Center, Inc. (the “Corporation”) may have such offices, including registered offices, at such places both within and outside the State of California as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of California as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the members of the Board of Directors then in office, or the holder of shares of the Corporation’s capital stock entitled to cast not less than 10 percent of the votes at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice of meetings may be given by any means described in Section 118 of the California Corporations Code.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment provided that any action taken, other than adjournment, shall be approved by at least a majority of the shares required to constitute a quorum. If, however, such majority shall not be present or represented at any meeting of the stockholders, the vote of a majority of the shares represented either in person or by proxy, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (or by means of remote

communications), and notice need not be given of any such adjourned meeting if the time and place (if any) thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by applicable law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Articles of Incorporation:

(a)    members of the Board of Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    whenever any corporate action other than the election of directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders of the Corporation, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of capital stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such stockholder and bearing a date not more than eleven months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by applicable law or by the Articles of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation. Such notice shall be delivered in compliance with Section 601(b) and Section 603(b)(2) of the California Corporations Code.

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Section 9.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If any meeting of the stockholders is adjourned for more than 45 days from the date set for the original meeting, the Board of Directors shall fix a new record date for determining the stockholders entitled to notice of and to vote at such adjourned meeting. If no record date is fixed:

(a)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

(b)    the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

(c)    the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Section 10.    Consent of Absentees.The transactions of any meeting of stockholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more stockholders has given notice at the meeting prior to the voting of the stockholder’s intent to cumulate the stockholder’s votes, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder’s shares are normally entitled, or distribute the stockholder’s votes on the same principle among as many candidates as the stockholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Articles of Incorporation and Section 212(a) of the California Corporations Code, the number of directors which shall

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constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 2.    General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. Directors must be natural persons.

Section 3.    Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If one or more directors are so removed at a meeting of stockholders, the stockholders may elect new directors at the same meeting.

Section 5.    Vacancies. Except for a vacancy created by the removal of a director, all vacancies on the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California Corporations Code, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the stockholders. Vacancies created by the removal of a director may be filled only by approval of the stockholders. The stockholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of California.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice on such dates and at such times and places, if any, within or without the State of California, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, or the Secretary or any two directors. Written notice of the time and place of all special meetings of the Board of Directors shall be

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delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means to each director at least 48 hours before the meeting, or sent to each director by first class mail, postage prepaid, at least four days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, a majority of the Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Articles of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the Board of Directors or committee present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If the Board of Directors consists of only one director, such sole director shall constitute a quorum. If a meeting is adjourned for more than 24 hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to each director not present at the time of the adjournment. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting

Section 10.    Manner of Acting.

(a)    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the Corporation (other than conference telephone and electronic video screen communication), presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently; and (ii) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

(b)    Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law (including Section 307(b) of the California Corporations Code) any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ny such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve any action that requires approval of the stockholders or approval of the outstanding shares under applicable law, (ii) fill vacancies on the Board of Directors or any committee, (iii) fix the compensation of directors for service on the Board of Directors or any committee, (iv) amend or repeal bylaws or adopt new bylaws, (v) adopt, amend or repeal any resolution of the full Board of Directors that by its express terms is not so amendable or repealable, (vi) authorize distributions to stockholders, except at a rate, in a periodic amount, or within a range set out in the Articles of Incorporation or determined by the Board of Directors, or (vii) appoint other committees or members of other committees.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or applicable law, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 3 hereof. At the time of the appointment of officers, the directors may by resolution determine the order of their rank. Unless the Articles of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by Section 312(a) of the California Corporations Code.

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

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Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice by the Board of Directors or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a member of the Board of Directors.

Section 7.    Chairman of the Board. The Chairman of the Board, if such an officer be appointed, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall, in addition be the Chief Executive Officer of the Corporation, and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9.    Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book or electronic record to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Secretary shall keep in safe custody the seal of the Corporation (to the extent the Board of Directors

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determines to cause the Corporation to have a seal), and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 12.    Chief Financial Officer and Assistant Chief Financial Officers.

(a)    The Chief Financial Officer (who shall also be the Treasurer if the Board of Directors does not designate another officer to hold that office) shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall assign.

(b)    The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Chief Financial Officer shall keep and maintain the Corporation’s books of account and shall render to the Chairman of the Board or the President, and the Board of Directors an account of all of their transactions as Chief Financial Officer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chairman of the Board or the President, or the Board of Directors at any time.

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(c)    The Assistant Chief Financial Officer or if there shall be more than one, the Assistant Chief Financial Officers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Chief Financial Officer designated by the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform all other duties as the Board of Directors, the Chairman of the Board or the President shall prescribe.

ARTICLE V
STOCK

Section 1.    Certificates. Every holder of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder of capital stock in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by the California Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of capital stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate with respect to capital stock of the Corporation to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the California Corporations Code.

Section 6.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of capital stock subject to the provisions of the California Corporations Code.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of California, and such other records required by law, shall be kept in such place or places either within or without the State of California as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a physical location, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders of the Corporation entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the

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Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the Board of Directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Manner of Giving Notice. Whenever, under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any member of the Board of Directors or any stockholder of the Corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mailing (as such term is defined in Section 113 of the California Corporations Code) addressed to such member of the Board of Directors or stockholder, at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails, postage prepaid. Any other notice shall be deemed to have been given in accordance with Section 118 of the California Corporations Cde. Notice to members of the Board of Directors or, subject to the terms of the California Corporations Code, stockholders of the Corporation, may also be given in the manner described in Section 118 of the California Corporations Code.

Section 7.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the California Corporations Code or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 8.    Annual Report. The Annual Report to stockholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 stockholders.

Section 9.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 10.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

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Section 11.    Amendment. Bylaws may be adopted, amended, or repealed by the vote or the written consent of stockholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of stockholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw or amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 12.    Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Article VI, Section 15 shall have the same meaning as such terms in said Section 317.

Section 13.    Amendment and Restatement. These Bylaws shall be deemed to supersede and replace any bylaws of the Corporation which may have existed prior to the date set forth on the cover page of these Bylaws. Any and all such prior bylaws are hereby terminated ab initio and shall have no further force or effect.

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EX-3.65

Exhibit 3.65

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WARN INDUSTRIES, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE FOURTEENTH DAY OF OCTOBER, A.D. 2003, AT 10:57 O’CLOCK A.M.

CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 2003, AT 4:05 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SECOND DAY OF NOVEMBER, A.D. 2017, AT 3:48 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “WARN INDUSTRIES, INC.”.

    /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

3714842 8100H    Authentication: 204909456

SR# 20224073380    Date: 11-21-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

WARN INDUSTRIES, INC.

* * * * *

1.    Name. The name of the Corporation is Warn Industries, Inc.

2.    Registered Agent and Address. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

3.    Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.    Powers and Privileges. In furtherance of the objects and purposes of the Corporation, the Corporation shall have all the powers and privileges granted by the General Corporation Law of Delaware, by any other law, or by this Certificate of Incorporation.

5.    Capitalization. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, having a par value of One Dollar ($1.00) per share.

6.    Incorporator. The name and mailing address of the Incorporator are as follows:

NAME	MAILING ADDRESS
R. Kevin Redwine	3700 First Place Tower
	15 E. Fifth Street
	Tulsa, Oklahoma 74103-4344

7.    Board of Directors. The powers of the Incorporator shall terminate upon the election of a Board of Directors of the Corporation. The number of members of the Board of Directors of the Corporation shall initially be three and shall thereafter be as set forth in the Bylaws.

8.    Duration. The Corporation is to have perpetual existence.

9.    Limited Liability. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

10.    Authority of the Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized:

(a)    To make, alter or repeal the Bylaws of the Corporation;

(b)    To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation; and

(c)    To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purposes and to abolish any such reserve in the manner in which it was created.

11.    General. Meetings of the stockholders may be held within or outside the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) within or outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

12.    Amendment. The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

13.    Liability of Directors. To the fullest extent permitted by the General Corporation Law of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Article 13 shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this Certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this the 13th day of October, 2003.

/s/ R. Kevin Redwine

R. Kevin Redwine

CERTIFICATE OF OWNERSHIP AND MERGER
OF FOREIGN PARENT INTO DOMESTIC SUBSIDIARY

WARN INDUSTRIES, INC.,
AN OREGON CORPORATION,
INTO WARN INDUSTRIES, INC.,
A DELAWARE CORPORATION
(UNDER SECTION 253 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)

WARN INDUSTRIES, INC., a corporation incorporated under the laws of the State of Oregon (the “Corporation”), does hereby certify that:

1.    The Corporation owns all of the outstanding shares of capital stock of Warn Industries, Inc., a corporation incorporated under the laws of the State of Delaware on October 14, 2003 (“Warn Delaware”).

2.    The Corporation by resolution of its Board of Directors duly adopted on October 15, 2003, did determine to merge itself with and into Warn Delaware, which resolutions are as follows:

RESOLVED, that the Board of Directors deems it in the best interests of the Corporation and its sole shareholder to change its jurisdiction of incorporation from the State of Oregon to the State of Delaware pursuant to the Plan and Agreement of Merger (the “Plan of Merger”) presented to the Board, which Plan of Merger provides for the Merger of the Corporation with and into Warn Industries, Inc., a Delaware corporation (“Warn Delaware”), which is a whollyowned subsidiary of the Corporation, and the issuance of the capital stock of Warn Delaware to the holders of the capital stock of the Corporation; and that the President, any Vice President, Secretary or any other officer of the Corporation be, and each of them hereby is, authorized and empowered to execute and deliver the Plan of Merger in such form as may be approved by said officers executing the same, such approval and acceptance of the Plan of Merger to be conclusively evidenced by the execution and delivery thereof; and to execute, deliver, certify, record and file all such certificates, agreements, documents and other instruments, including this Certificate of Merger as required under the Delaware General Corporation Law and a copy of the Certificate of Merger, as filed in Delaware for the purpose of effecting the merger, certified by the Delaware Secretary of State as required under the Oregon Business Corporation Act, as the said officer or officers may be deemed necessary to effect the merger; and further

RESOLVED, that subject to the approval by the sole shareholder, the President, any Vice President, Secretary or any other officer of the Corporation be, and each of them hereby is, authorized and empowered to do and perform all such acts and things and to execute and deliver any and all documents, agreements and instruments, and to take any and all such actions asthey may deem necessary, desirable or proper in order to carry out the intent and purposes of the foregoing resolutions.

RESOLVED, that the Corporation’s entry into and performance under the Plan of Merger be submitted for consideration by the sole shareholder of the Corporation and that the Board of Directors does hereby recommend that the sole shareholder approve such actions.

3.    The proposed merger of the Corporation with and into the Warn Delaware has been adopted, approved, certified, executed and acknowledged by the Corporation and the sole shareholder in accordance with the laws of the State of Oregon.

4.    Warn Delaware shall be the surviving corporation and its Certificate of Incorporation shall be the surviving Certificate of Incorporation.

IN WITNESS WHEREOF, this Corporation has caused this Certificate to be signed by its authorized officers this 15th day of October, 2003.

WARN INDUSTRIES, INC.,

an Oregon Corporation

By: /s/ Jon Kreitz    

Jon Kreitz, President

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    The name of the corporation is Warn Industries, Inc.

2.    The Registered Office of the corporation in the State of Delaware is changed to 3411 Silverside Road Tatnall Building #104 (street), in the City of Wilmington, County of New Castle, Zip Code 19810. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporate Creations Network Inc.

3.    The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:    /s/ Lauren Vadney    

Authorized Officer

Name: Lauren Vadney, Special Secretary

Print or Type

EX-3.66

Exhibit 3.66

AMENDED AND RESTATED BYLAWS

OF

WARN INDUSTRIES, INC.

Adopted as of August 30, 2023

ARTICLE I
OFFICES

Warn Industries, Inc. (the “Corporation”) may have such offices, including registered officers, at such places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting. If required by applicable law, the annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place, if any, within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Corporation’s Certificate of Incorporation (as amended or amended and restated from time to time, the “Certificate of Incorporation”), may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4.    Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such majority shall not be present or represented at any meeting of the stockholders, the chair or the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5.    Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for

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more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 6.    Vote Required. Except as otherwise provided by law, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation:

(a)    Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b)    Whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7.    Manner of Voting; Proxies. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him/her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8.    Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action so taken, shall be given by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents given by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III
DIRECTORS

Section 1.    Number; Term of Office. Subject to the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than seven (7). The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be two (2). The directors need not be stockholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

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Section 2.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.    Resignations. Any Director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 5.    Vacancies. Any vacancies occurring in the Board of Directors, shall be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

Section 6.    Place of Directors’ Meetings. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 7.    Regular Meetings. Regular meetings of the Board of Directors may be held on such dates and at such times and places, if any, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, electronic mail or facsimile.

Section 9.    Quorum and Powers of a Majority. At all meetings of the Board of Directors or committee of the Board of Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors or committee, as the case may be, shall constitute a quorum for the transaction of business, and except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or of such committee. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 10.    Manner of Acting.

(a)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear

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each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (x) approve, adopt or recommend to the stockholders of the Corporation any action or matter (other than the election or removal of directors) expressly required by applicable law or the Certificate of Incorporation to be submitted to the stockholders of the Corporation for approval or (y) adopt, amend or repeal any portion of these Bylaws.

Section 12.    Minutes of Committee Meetings. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 13.    Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.    Indemnification. In accordance with the Certificate of Incorporation, the Corporation shall indemnify and upon request advance expenses to every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV
OFFICERS

Section 1.    Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary, including a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Unless the Certificate of Incorporation or these Bylaws otherwise provide, any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.    Election of Officers, Qualification and Term, and Vacancies. The officers of the Corporation shall be appointed from time to time by the Board of Directors and, shall hold office at the pleasure of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 3.    Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.    Removal. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party.

Section 5.    Resignations. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 7.    The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 8 of this Article IV.

Section 8.    The President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He/she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He/she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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Section 9.    The Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10.    The Secretary and Assistant Secretaries.

(a)    The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He/she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature.

(b)    The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.    The Treasurer and Assistant Treasurers.

(a)    The Treasurer, if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(b)    The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V
STOCK

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Section 1.    Certificates. Every holder of stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by any 2 authorized officers of the Corporation certifying the number of shares represented by the certificate owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2.    Statement of Stock Rights, Preferences, Privileges. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations and restrictions thereof.

Section 3.    Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 4.    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.    Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person

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entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the DGCL.

Section 7.    Additional Powers of the Board.

(a)    In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the DGCL.

(b)    The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI
MISCELLANEOUS

Section 1.    Place and Inspection of Books.

(a)    The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b)    The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1(b) of Article VI or to vote in person or by proxy at any meeting of stockholders.

(c)    The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

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Section 2.    Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3.    Payment of Dividends. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 4.    Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5.    Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 6.    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.    Manner of Giving Notice. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors or subject to the terms of the DGCL, stockholders, may also be given by telegram, facsimile or electronic mail.

Section 8.    Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to said notice.

Section 9.    Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 10.    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

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Section 11.    Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 12.    Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 13.    Amendment. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or by the stockholders of the Corporation.

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EX-5.1

Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP

321 N Clark St 32nd Floor

Chicago, Illinois 60654

312.499.6300 main

312.499.6301 fax

www.sheppardmullin.com

September 1, 2023

LKQ Corporation

500 West Madison Street, Suite 2800

Chicago, Illinois 60661

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the registration by LKQ Corporation, a Delaware corporation (the “Company”), of (i) up to $800,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2028 (the “2028 Exchange Notes”) and up to $600,000,000 aggregate principal amount of the Company’s 6.250% Senior Notes due 2033 (the “2033 Exchange Notes” and, together with the 2028 Exchange Notes, the “Exchange Notes”) and (ii) guarantees of the Exchange Notes (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”), pursuant to the registration statement on Form S-4, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (such registration statement hereinafter referred to as the “Registration Statement”). As described in the Registration Statement, the 2028 Exchange Notes and related Guarantees will be exchanged for the Company’s outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”) and related guarantees, and the 2033 Exchange Notes and related Guarantees will be exchanged for the Company’s outstanding 6.250% Senior Notes due 2033 (the “2033 Original Notes,” and, together with the 2028 Original Notes, the “Original Notes”) and related guarantees. The Company will issue the Exchange Notes and the Subsidiary Guarantors will provide the Guarantees, in each case, pursuant to the indenture, dated as of May 24, 2023 (the “Indenture”), among the Company, the Subsidiary Guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities Act of 1933 (the “Securities Act”) and, except as expressly set forth herein, no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement.

In connection with this opinion letter, we have reviewed and relied upon the Registration Statement, the Indenture, the Company’s Restated Certificate of Incorporation, dated July 24, 2014, in effect on the date hereof (the “Certificate”), the Company’s Amended and Restated Bylaws as of May 7, 2019, in effect on the date hereof (the “Bylaws” and together with the Certificate, the “Charter Documents”), the proceedings taken by the Company with respect to the authorization of the Indenture, the Exchange Notes, and the Original Notes pursuant to resolutions adopted by the board of directors of the Company (the “Board of Directors”), and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion letter. We have also obtained from public officials and officers of the Company certificates or comparable documents as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates and comparable documents without independent investigation. We have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

With respect to the foregoing documents, we have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals. We have assumed further that the Trustee has duly authorized, executed and delivered the Indenture. We have assumed further that the Subsidiary Guarantors that are incorporated or formed in Oregon or Pennsylvania (such Subsidiary Guarantors, which are listed on Schedule B hereto, the “OR and PA Guarantors”) are validly existing and in good standing under the laws of the State of Oregon or the Commonwealth of Pennsylvania, as applicable, and that each OR and PA Guarantor has the power, authority and legal right to execute, deliver and perform the Indenture, the Exchange Notes and the Guarantees, as applicable. We have assumed further that each of the OR and PA Guarantors has duly authorized, executed and delivered the Indenture, the Exchange Notes and the Guarantees, as applicable. With respect to all matters of Pennsylvania law, we note that you are relying on an opinion of Cozen O’Connor, which is filed as Exhibit 5.2 to the Registration Statement. With respect to all matters of Oregon law, we note that you are relying on an opinion of Stoel Rives LLP, which is filed as Exhibit 5.3 to the Registration Statement.

September 1, 2023

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We have relied as to certain matters on information obtained from public officials, officers of the Company and the Subsidiary Guarantors and other sources believed by us to be responsible.

Based upon the foregoing, and subject to the qualifications set forth herein, we are of the opinion that when, as and if: (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective under the Securities Act and all required prospectuses or prospectus supplements required by applicable law have been delivered and filed as required by such applicable law, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (iii) any legally required consents, approvals, authorizations and other orders of the Commission and other regulatory authorities have been obtained, and (iv) the Exchange Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the Indenture, and the Exchange Notes and Guarantees have been duly issued and delivered in exchange for the Original Notes in accordance with the terms of the exchange offer contemplated by the Registration Statement, and assuming the Exchange Notes and Guarantees as issued and delivered comply with all requirements and restrictions, if any, applicable to the Company and the Subsidiary Guarantors, whether imposed by any agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound or any court or governmental or regulatory body having jurisdiction over the Company or any Subsidiary Guarantor or otherwise, then, upon the happening of such events, the Exchange Notes and the Guarantees will constitute the valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is subject to the qualifications that we express no opinion as to (i) waivers of defenses, subrogation and related rights, rights to trial by jury, rights to object to venue, or other rights or benefits bestowed by operation of law, (ii) releases or waivers of unmatured claims or rights or (iii) provisions for liquidated damages and penalties, penalty interest and interest on interest.

We express no opinion as to the existence or adequacy of consideration received by any Subsidiary Guarantor for the Guarantees.

We do not express any opinion herein on any laws other than the law of the States of New York, California, Illinois, and Maryland, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Subsidiary Guarantors, the Charter Documents, the Exchange Notes, the Original Notes, or the Registration Statement.

September 1, 2023

Page 3

Very truly yours,

/s/ Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

Schedule A

Subsidiary Guarantors

Subsidiary Guarantor	Jurisdiction of Incorporation or Formation
A&A Auto Parts Stores, Inc.	Pennsylvania
American Recycling International, Inc.	California
Assured Quality Testing Services, LLC	Delaware
Automotive Calibration & Technology Services, LLC	Delaware
DriverFx.com, Inc.	Delaware
Global Powertrain Systems, LLC	Delaware
KAIR IL, LLC	Illinois
KAO Logistics, Inc.	Pennsylvania
KAO Warehouse, Inc.	Delaware
Keystone Automotive Industries, Inc.	California
Keystone Automotive Operations, Inc.	Pennsylvania
Keystone Automotive Operations of Canada, Inc.	Delaware
KPGW Canadian Holdco, LLC	Delaware
LKQ Auto Parts of Central California, Inc.	California
LKQ Best Automotive Corp.	Delaware
LKQ Central, Inc.	Delaware
LKQ Foster Auto Parts, Inc.	Oregon
LKQ Investments, Inc.	Delaware
LKQ Lakenor Auto & Truck Salvage, Inc.	California
LKQ Midwest, Inc.	Delaware
LKQ Northeast, Inc.	Delaware
LKQ Pick Your Part Central, LLC	Delaware
LKQ Pick Your Part Midwest, LLC	Delaware
LKQ Pick Your Part Southeast, LLC	Delaware
LKQ Southeast, Inc.	Delaware
LKQ Taiwan Holding Company	Illinois
LKQ Trading Company	Delaware
North American ATK Corporation	California
Pick-Your-Part Auto Wrecking	California
Potomac German Auto, Inc.	Maryland
Redding Auto Center, Inc.	California
Warn Industries, Inc.	Delaware

Schedule B

OR and PA Guarantors

Subsidiary Guarantor	Jurisdiction of Incorporation or Formation
A&A Auto Parts Stores, Inc.	Pennsylvania
KAO Logistics, Inc.	Pennsylvania
Keystone Automotive Operations, Inc.	Pennsylvania
LKQ Foster Auto Parts, Inc.	Oregon

EX-5.2

Exhibit 5.2

September 1, 2023

Ladies and Gentlemen:

We have acted as special counsel to A&A Auto Parts Stores, Inc., a Pennsylvania corporation (“A&A Auto Parts”), KAO Logistics, Inc., a Pennsylvania corporation (“KAO”) and Keystone Automotive Operations, Inc., a Pennsylvania corporation (“Keystone” and together with A&A Auto Parts and KAO, collectively, the “Guarantor Opinion Parties” and each, individually, a “Guarantor Opinion Party”), in connection with the registration by LKQ Corporation (the “Company”) and certain of its subsidiaries listed on Schedule A hereto (including the Guarantor Opinion Parties) (collectively, the “Subsidiary Guarantors”) under the Securities Act of 1933, as amended (the “Act”), of the guarantees by such Subsidiary Guarantors (the “Guarantees”) of (i) up to $800,000,000 aggregate principal amount of the 5.750% Senior Notes due 2028 (the “2028 Exchange Notes”) and up to $600,000,000 aggregate principal amount of the 6.250% Senior Notes due 2033 (the “2033 Exchange Notes” and, together with the 2028 Exchange Notes, the “Exchange Notes”) issued by the Company and guaranteed by the Subsidiary Guarantors, pursuant to the registration statement on Form S-4, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (such registration statement hereinafter referred to as the “Registration Statement”). Capitalized terms used but not otherwise defined herein that are defined in the Registration Statement shall have the meanings given to them in the Registration Statement.

In rendering the opinions expressed in this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

(a) the Certificates of Organization and the bylaws of each Guarantor Opinion Party (collectively, the “Charter Documents”);

(b) resolutions of the Board of Directors of each Guarantor Opinion Party authorizing the actions to be taken by the Guarantor Opinion Parties in connection with the transactions contemplated by the Indenture dated as of May 24, 2023 (the “Indenture”) among the Company, the Initial Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and as paying agent, transfer agent and registrar, relating to the Notes and the Guarantees;

(c) subsistence certificates issued by the Secretary of the Commonwealth of Pennsylvania dated August 21, 2023 with respect to each Guarantor Opinion Party (the “Subsistence Certificates”); and

(d) the Indenture.

One Liberty Place 1650 Market Street Suite 2800 Philadelphia, PA 19103

215.665.2000 800.523.2900 215.665.2013 Fax cozen.com

Page 2

The documents listed in (a) through (c) above are hereinafter referred to as the “Organizational Documents” and each, an “Organizational Document.”

Based on and subject to the foregoing, and subject to the exceptions, qualifications and assumptions set forth below, we are of the opinion that:

1.Each Guarantor Opinion Party is a corporation validly existing and subsisting under the laws of the Commonwealth of Pennsylvania.

2.Each Guarantor Opinion Party has the corporate power to provide the Guarantees and to perform its obligations under the Indenture.

3.Each Guarantor Opinion Party has duly authorized, executed and delivered the Guarantees and the Indenture.

The opinions expressed herein are subject to the following assumptions, limitations, qualifications and exceptions:

a.In rendering the opinion concerning the subsistence of the Guarantor Opinion Parties set forth in Paragraph 1 above, we have relied solely on the Subsistence Certificates.

b.We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals. We have also assumed that each natural person who has executed the Guarantees, the Indenture and/or any instrument, document or agreement related thereto, on behalf of each Guarantor Opinion Party, is legally competent to do so.

c.We have relied as to certain matters on information obtained from public officials, officers of the Company and the Subsidiary Guarantors, and other sources believed by us to be responsible.

This opinion is limited to the matters expressly stated herein. No implied opinions are to be inferred to extend this opinion beyond the matters expressly stated herein. This opinion is expressed as of the date hereof. We do not assume any obligation to update or supplement this opinion to reflect, or otherwise advise you of, any facts or circumstances which may hereafter come to our attention or any changes in facts, circumstances or law which may hereafter occur.

We are members of the bar of the Commonwealth of Pennsylvania. We do not express any opinion herein on any laws other than the law of the Commonwealth of Pennsylvania.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Sincerely,

/s/ Cozen O’Connor

COZEN O'CONNOR

Schedule A

Subsidiary Guarantors

Subsidiary Guarantor	Jurisdiction of Incorporation or Formation
A&A Auto Parts Stores, Inc.	Pennsylvania
American Recycling International, Inc.	California
Assured Quality Testing Services, LLC	Delaware
Automotive Calibration & Technology Services, LLC	Delaware
DriverFx.com, Inc.	Delaware
Global Powertrain Systems, LLC	Delaware
KAIR IL, LLC	Illinois
KAO Logistics, Inc.	Pennsylvania
KAO Warehouse, Inc.	Delaware
Keystone Automotive Industries, Inc.	California
Keystone Automotive Operations, Inc.	Pennsylvania
Keystone Automotive Operations of Canada, Inc.	Delaware
KPGW Canadian Holdco, LLC	Delaware
LKQ Auto Parts of Central California, Inc.	California
LKQ Best Automotive Corp.	Delaware
LKQ Central, Inc.	Delaware
LKQ Foster Auto Parts, Inc.	Oregon
LKQ Investments, Inc.	Delaware
LKQ Lakenor Auto & Truck Salvage, Inc.	California
LKQ Midwest, Inc.	Delaware
LKQ Northeast, Inc.	Delaware
LKQ Pick Your Part Central, LLC	Delaware
LKQ Pick Your Part Midwest, LLC	Delaware
LKQ Pick Your Part Southeast, LLC	Delaware
LKQ Southeast, Inc.	Delaware
LKQ Taiwan Holding Company	Illinois
LKQ Trading Company	Delaware
North American ATK Corporation	California
Pick-Your-Part Auto Wrecking	California
Potomac German Auto, Inc.	Maryland
Redding Auto Center, Inc.	California
Warn Industries, Inc.	Delaware

EX-5.3

Exhibit 5.3

760 SW Ninth Avenue, Suite 3000
Portland, OR 97205

D. 503.224.3380

F. 503.220-2480

September 1, 2023

LKQ Corporation

500 West Madison Street, Suite 2800

Chicago, Illinois 60661

Ladies and Gentlemen:

We have acted as local Oregon counsel to LKQ Foster Auto Parts, Inc., an Oregon corporation (the “Oregon Guarantor”) for the sole purpose of rendering this opinion in connection with the registration by LKQ Corporation (the “Company”) and certain of its subsidiaries listed on Schedule A hereto (including the Oregon Guarantor) (collectively, the “Subsidiary Guarantors”) under the Securities Act of 1933, as amended (the “Act”), of the guarantees by such Subsidiary Guarantors (the “Guarantees”) of (i) up to $800,000,000 aggregate principal amount of its 5.750% Senior Notes due 2028 (the “2028 Exchange Notes”) and up to $600,000,000 aggregate principal amount of its 6.250% Senior Notes due 2033 (the “2033 Exchange Notes” and, together with the 2028 Exchange Notes, the “Exchange Notes”) issued by the Company (the “Issuer”) and guaranteed by the Subsidiary Guarantors pursuant to the registration statement on Form S-4, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (such registration statement hereinafter referred to as the “Registration Statement”). As described in the Registration Statement, the 2028 Exchange Notes and related Guarantees will be exchanged for the Company’s outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”) and related guarantees, and the 2033 Exchange Notes and related Guarantees will be exchanged for the Company’s outstanding 6.250% Senior Notes due 2033 (the “2033 Original Notes,” and, together with the 2028 Restricted Notes, the “Original Notes”) and related guarantees. The Company will issue the Exchange Notes and the Subsidiary Guarantors will provide the Guarantees, in each case, pursuant to the Indenture, dated as of May 24, 2023 (the “Indenture”), among the Company, the Subsidiary Guarantors and U.S. Bank and Trust Company, as trustee.

A.Documents and Matters Examined

In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers and representatives

____September 1, 2023

Page 2    

of the Oregon Guarantor as we have considered necessary to provide a basis for the opinions expressed herein, including the following:

A-1The Indenture;

A-2The Certificate of Existence 1746072 dated August 18, 2023, issued by the Secretary of State for the State of Oregon regarding the Oregon Guarantor (the “Oregon Certificate”);

A-3The Certificate of Secretary of the Subsidiary Guarantors dated May 24, 2023.

As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents, and information provided in certificates of officers/representatives of the Oregon Guarantor and others (and all opinions based thereon are as of the date of such documents and certificates and not as of the date of this opinion letter), and (b) information obtained from public officials, officers of the Company and the Subsidiary Guarantors and other sources believed by us to be responsible. We have not independently verified the facts so relied on.

B.Assumptions

We have relied, without investigation, on the following assumptions:

B-1Original documents reviewed by us are authentic, copies of original documents reviewed by us conform to the originals and all signatures on executed documents are genuine.

B-2All individuals have sufficient legal capacity to perform their functions with respect to the Indenture.

B-3There has been no fraud, duress, undue influence or mutual mistake of fact or misunderstanding with respect to any of the agreements and obligations contained in the Indenture; and there is no document or other information that has not been furnished to us, no written or oral agreement or understanding between or among any of the parties to the transactions contemplated by the Indenture, and no usage of trade or course of dealing between or among any of those parties, that would, in any such case, define, supplement, qualify, alter, modify or amend any terms of the Indenture.

B-4The Indenture may reasonably be expected to benefit, directly or indirectly, the Company and the Oregon Guarantor, and each such party has received adequate and sufficient consideration and will derive adequate and sufficient benefit in respect of its obligations under the Indenture.

C.Opinions

Based on the foregoing and subject to the qualifications and exclusions stated below, we express the following opinions:

____September 1, 2023

Page 3    

C-1    Based solely on the Oregon Certificate, the Oregon Guarantor is a corporation validly existing under Oregon law;

C-2    The execution, delivery and performance by the Oregon Guarantor of the Indenture and the Guarantees (i) are within the Oregon Guarantor’s corporate power and (ii) have been duly authorized by all necessary corporate action of the Oregon Guarantor; and

C-3    If and to the extent the laws of the State of Oregon govern the execution and delivery of the Indenture and the Guarantees, the Oregon Guarantor has duly executed and delivered Indenture and the Guarantees.

For purposes of expressing the opinions herein, we have examined the laws of Oregon, and our opinions are limited to such laws. We have not reviewed, nor are our opinions in any way predicated on an examination of, the laws of any other jurisdiction, and we expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.

The opinions expressed herein are limited to matters expressly stated herein, and no other opinions may be implied or inferred, including that we have performed any actions in order to provide the legal opinions and statements contained herein other than as expressly set forth, and are as of the date hereof (except as otherwise noted above). We disclaim any undertaking or obligation to update these opinions for events and circumstances occurring after the date hereof (including changes in law or facts, or as to facts relating to prior events that are subsequently brought to our attention) or to consider their applicability or correctness as to persons or entities other than the addressees.

____September 1, 2023

Page 4    

We hereby consent to the filing of this opinion as Exhibit 5.3 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Stoel Rives LLP

STOEL RIVES LLP

Schedule A – List of Subsidiary Guarantors

SCHEDULE A

List of Subsidiary Guarantors

Subsidiary Guarantor	Jurisdiction of Incorporation or Formation
A&A Auto Parts Stores, Inc.	Pennsylvania
American Recycling International, Inc.	California
Assured Quality Testing Services, LLC	Delaware
Automotive Calibration & Technology Services, LLC	Delaware
DriverFx.com, Inc.	Delaware
Global Powertrain Systems, LLC	Delaware
KAIR IL, LLC	Illinois
KAO Logistics, Inc.	Pennsylvania
KAO Warehouse, Inc.	Delaware
Keystone Automotive Industries, Inc.	California
Keystone Automotive Operations, Inc.	Pennsylvania
Keystone Automotive Operations of Canada, Inc.	Delaware
KPGW Canadian Holdco, LLC	Delaware
LKQ Auto Parts of Central California, Inc.	California
LKQ Best Automotive Corp.	Delaware
LKQ Central, Inc.	Delaware
LKQ Foster Auto Parts, Inc.	Oregon
LKQ Investments, Inc.	Delaware
LKQ Lakenor Auto & Truck Salvage, Inc.	California
LKQ Midwest, Inc.	Delaware
LKQ Northeast, Inc.	Delaware
LKQ Pick Your Part Central, LLC	Delaware
LKQ Pick Your Part Midwest, LLC	Delaware
LKQ Pick Your Part Southeast, LLC	Delaware
LKQ Southeast, Inc.	Delaware
LKQ Taiwan Holding Company	Illinois
LKQ Trading Company	Delaware
North American ATK Corporation	California
Pick-Your-Part Auto Wrecking	California
Potomac German Auto, Inc.	Maryland
Redding Auto Center, Inc.	California
Warn Industries, Inc.	Delaware

EX-22.1

Exhibit 22.1

LIST OF SUBSIDIARY GUARANTORS

The following subsidiaries (collectively, the “Subsidiary Guarantors”) of LKQ Corporation, a Delaware corporation (the “Company”), were, as of the date of the filing of the registration statement of which this exhibit is a part, guarantors of the Company’s 5.750% senior notes due 2028 and 6.250% senior notes due 2033:

Name of Subsidiary	Jurisdiction of Incorporation/Organization	Obligor Type
A&A Auto Parts Stores, Inc.	Pennsylvania	Guarantor
American Recycling International, Inc.	California	Guarantor
Assured Quality Testing Services, LLC	Delaware	Guarantor
Automotive Calibration & Technology Services, LLC	Delaware	Guarantor
DriverFX.com, Inc.	Delaware	Guarantor
Global Powertrain Systems, LLC	Delaware	Guarantor
KAIR IL, LLC	Illinois	Guarantor
KAO Logistics, Inc.	Pennsylvania	Guarantor
KAO Warehouse, Inc.	Delaware	Guarantor
Keystone Automotive Industries, Inc.	California	Guarantor
Keystone Automotive Operations, Inc.	Pennsylvania	Guarantor
Keystone Automotive Operations Of Canada, Inc.	Delaware	Guarantor
KPGW Canadian Holdco, LLC	Delaware	Guarantor
LKQ Auto Parts Of Central California, Inc.	California	Guarantor
LKQ Best Automotive Corp.	Delaware	Guarantor
LKQ Central, Inc.	Delaware	Guarantor
LKQ Foster Auto Parts, Inc.	Oregon	Guarantor
LKQ Investments, Inc.	Delaware	Guarantor
LKQ Lakenor Auto & Truck Salvage, Inc.	California	Guarantor
LKQ Midwest, Inc.	Delaware	Guarantor
LKQ Northeast, Inc.	Delaware	Guarantor
LKQ Pick Your Part Central, LLC	Delaware	Guarantor
LKQ Pick Your Part Midwest, LLC	Delaware	Guarantor
LKQ Pick Your Part Southeast, LLC	Delaware	Guarantor
LKQ Southeast, Inc.	Delaware	Guarantor
LKQ Taiwan Holding Company	Illinois	Guarantor
LKQ Trading Company	Delaware	Guarantor
North American ATK Corporation	California	Guarantor
Pick-Your-Part Auto Wrecking	California	Guarantor
Potomac German Auto, Inc.	Maryland	Guarantor
Redding Auto Center, Inc.	California	Guarantor
Warn Industries, Inc.	Delaware	Guarantor

The Company and the above-listed Subsidiary Guarantors were, as of the date of the filing of the registration statement of which this exhibit is a part, also guarantors of the 4.125% senior notes due 2028 (the “Euro Notes (2028)”) issued by LKQ European Holdings B.V., the Company’s wholly owned subsidiary.

The Company, the above-listed Subsidiary Guarantors, and the following additional subsidiaries of the Company were, as of the date of the filing of the registration statement of which this exhibit is a part, also guarantors of the 3.875% senior notes due 2024 (the “Euro Notes (2024)”) issued by LKQ Italia Bondco di LKQ Italia Bondco GP S.r.l. e.C. S.A.P.A., the Company’s indirect, wholly owned subsidiary:

Name of Subsidiary	Jurisdiction of Incorporation/Organization	Obligor Type
LKQ CZ, s r.o.	Czech Republic	Guarantor
Rhiag-Inter Auto Parts Italia S.r.l.	Italy	Guarantor

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-4 of our reports dated February 23, 2023, relating to the consolidated financial statements of LKQ Corporation and subsidiaries (the "Company") and the effectiveness of the Company's internal control over financial reporting. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

September 1, 2023

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of LKQ Corporation, a Delaware corporation, constitutes and appoints MATTHEW MCKAY and RICK GALLOWAY, each of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-4 (including any and all amendments thereto, including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents, and each of them, with full power and authority to do so and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Dominick Zarcone	President and Chief Executive Officer, Director	September 1, 2023
Dominick Zarcone	(principal executive officer)
/s/ Rick Galloway	Senior Vice President and Chief Financial Officer	September 1, 2023
Rick Galloway	(principal financial officer)
/s/ Michael S. Clark	Vice President – Finance and Controller	September 1, 2023
Michael S. Clark	(principal accounting officer)
/s/ Patrick Berard	Director	September 1, 2023
Patrick Berard
/s/ Meg Ann Divitto	Director	September 1, 2023
Meg Ann Divitto
/s/ Joseph M. Holsten	Director	September 1, 2023
Joseph M. Holsten
/s/ Blythe J. McGarvie	Director	September 1, 2023
Blythe J. McGarvie
/s/ John W. Mendel	Director	September 1, 2023
John W. Mendel
/s/ Jody G. Miller	Director	September 1, 2023
Jody G. Miller
/s/ Guhan Subramanian	Director	September 1, 2023
Guhan Subramanian
/s/ Xavier Urbain	Director	September 1, 2023
Xavier Urbain

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the entities listed on Exhibit A attached hereto hereby constitutes and appoints MATTHEW MCKAY and RICK GALLOWAY, each of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-4 (including any and all amendments thereto, including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents, and each of them, with full power and authority to do so and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Dominick Zarcone	President and Director	September 1, 2023
Dominick Zarcone	(principal executive officer)
/s/ Rick Galloway	Vice President and Chief Financial Officer	September 1, 2023
Rick Galloway	(principal financial officer)
/s/ Michael S. Clark	Vice President – Finance and Controller	September 1, 2023
Michael S. Clark	(principal accounting officer)
/s/ Varun Laroyia	Director	September 1, 2023
Varun Laroyia

EXHIBIT A

LIST OF ADDITIONAL REGISTRANTS

A&A Auto Parts Stores, Inc.

American Recycling International, Inc.

Assured Quality Testing Services, LLC

Automotive Calibration & Technology Services, LLC

DriverFx.com, Inc.

Global Powertrain Systems, LLC

KAIR IL, LLC

KAO Logistics, Inc.

KAO Warehouse, Inc.

Keystone Automotive Industries, Inc.

Keystone Automotive Operations, Inc.

Keystone Automotive Operations of Canada, Inc.

KPGW Canadian Holdco, LLC

LKQ Auto Parts of Central California, Inc.

LKQ Best Automotive Corp.

LKQ Central, Inc.

LKQ Foster Auto Parts, Inc.

LKQ Investments, Inc.

LKQ Lakenor Auto & Truck Salvage, Inc.

LKQ Midwest, Inc.

LKQ Northeast, Inc.

LKQ Pick Your Part Central, LLC

LKQ Pick Your Part Midwest, LLC

LKQ Pick Your Part Southeast, LLC

LKQ Southeast, Inc.

LKQ Taiwan Holding Company

LKQ Trading Company

North American ATK Corporation

Pick-Your-Part Auto Wrecking

Potomac German Auto, Inc.

Redding Auto Center, Inc.

EX-24.3

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Warn Industries, Inc., a Delaware corporation, constitutes and appoints MATTHEW MCKAY and RICK GALLOWAY, each of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-4 (including any and all amendments thereto, including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents, and each of them, with full power and authority to do so and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ William Rogers	President	September 1, 2023
William Rogers	(principal executive officer)
/s/ Karl Tao	Vice President and Controller	September 1, 2023
Karl Tao	(principal financial officer and principal accounting officer)
/s/ Dominick Zarcone	Director	September 1, 2023
Dominick Zarcone
/s/ Varun Laroyia	Director	September 1, 2023
Varun Laroyia

EX-25.1

Exhibit 25.1

_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

91-1821036

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Linda Garcia

U.S. Bank Trust Company, National Association

190 S. LaSalle Street

Chicago, Illinois 60603

(312) 332-6781

(Name, address and telephone number of agent for service)

LKQ Corporation

(Exact name of obligor as specified in its charter)

Delaware	36-4215970
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 West Madison Street, Suite 2800 Chicago, IL	60661
(Address of Principal Executive Offices)	(Zip Code)

5.750% Senior Notes Due 2028

6.250% Senior Notes due 2033

Guarantees of 5.750% Senior Notes Due 2028

Guarantees of 6.250% Senior Notes due 2033

(Title of the Indenture Securities)

Subsidiary Guarantors

Exact Name of Obligor as Specified in its Charter1	Jurisdiction of Incorporation or Formation	I.R.S. Employer Identification Number
A&A Auto Parts Stores, Inc.	Pennsylvania	23-3001870
American Recycling International, Inc.	California	95-3072886
Assured Quality Testing Services, LLC	Delaware	83-3543723
Automotive Calibration & Technology Services, LLC	Delaware
DriverFx.com, Inc.	Delaware	52-2204596
Global Powertrain Systems, LLC	Delaware	45-4796772
KAIR IL, LLC	Illinois	27-2172437
KAO Logistics, Inc.	Pennsylvania	46-1628386
KAO Warehouse, Inc.	Delaware	46-1799101
Keystone Automotive Industries, Inc.	California	95-2920557
Keystone Automotive Operations, Inc.	Pennsylvania	23-2950980
Keystone Automotive Operations of Canada, Inc.	Delaware	86-9884627
KPGW Canadian Holdco, LLC	Delaware	26-3412558
LKQ Auto Parts of Central California, Inc.	California	95-2907390
LKQ Best Automotive Corp.	Delaware	01-0550489
LKQ Central, Inc.	Delaware	48-1140432
LKQ Foster Auto Parts, Inc.	Oregon	93-0510648
LKQ Investments, Inc.	Delaware	82-1373924
LKQ Lakenor Auto & Truck Salvage, Inc.	California	36-4261867
LKQ Midwest, Inc.	Delaware	31-1692164
LKQ Northeast, Inc.	Delaware	32-0025173
LKQ Pick Your Part Central, LLC	Delaware	20-8081775
LKQ Pick Your Part Midwest, LLC	Delaware	31-1692164
LKQ Pick Your Part Southeast, LLC	Delaware	47-0916179
LKQ Southeast, Inc.	Delaware	59-2238605
LKQ Taiwan Holding Company	Illinois	80-0565845
LKQ Trading Company	Delaware	27-1915301
North American ATK Corporation	California	95-3719642
Pick-Your-Part Auto Wrecking	California	95-3406551
Potomac German Auto, Inc.	Maryland	52-1637030
Redding Auto Center, Inc.	California	36-4261871
Warn Industries, Inc.	Delaware	93-1292050

1 The address for the principal executive offices of each of the obligors is 500 West Madison Street, Suite 2800, Chicago, IL 60661

FORM T-1

Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)    Name and address of each examining or supervising authority to which it is subject.

            Comptroller of the Currency

            Washington, D.C.

        b)    Whether it is authorized to exercise corporate trust powers.

        Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None

Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

    1. A copy of the Articles of Association of the Trustee, attached as Exhibit 1.

    2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

    3. A copy of the authorization of the Trustee to exercise corporate trust powers, attached as Exhibit 2.

        4.    A copy of the existing bylaws of the Trustee, attached as Exhibit 3.

    5.    A copy of each Indenture referred to in Item 4. Not applicable.

    6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 4.

    7.    Report of Condition of the Trustee as of March 31, 2023, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 5.

SIGNATURE

    Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 1st of September, 2023.

                    By:    /s/ Linda Garcia________

Linda Garcia    

Vice President

Exhibit 1

ARTICLES OF ASSOCIATION

OF

U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

For the purpose of organizing an association (the “Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:

FIRST. The title of this Association shall be U. S. Bank Trust Company, National Association.

SECOND. The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.

THIRD. The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the

- 1 -80000-383/060297/XBB02E85

Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have only one class of capital stock.

No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.

Transfers of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.

Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and

(2) each shareholder shall be entitled to one vote per share.

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Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.

Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

The Association, at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the Bylaws.

The board of directors shall have the power to:

(1)Define the duties of the officers, employees, and agents of the Association.

(2)Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3)Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4)Dismiss officers and employees.

(5)Require bonds from officers and employees and to fix the penalty thereof.

(6)Ratify written policies authorized by the Association's management or committees of the board.

(7)Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

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(8)Manage and administer the business and affairs of the Association.

(9)Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

(10)Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders.

(11)Make contracts.

(12)Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders.

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In witness whereof, we have hereunto set our hands this 11thof June, 1997.

Exhibit 2

Exhibit 3

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AMENDED AND RESTATED BYLAWS

ARTICLE I

Meetings of Shareholders

Section 1.1. Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.

Section 1.2. Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.

Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.

Section 1.3. Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.

Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.

Section 1.5. Record Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined by the Board.

Section 1.6. Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any

meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

Section 1.7. Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

Section 1.8. Waiver and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

Section 1.9. Remote Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.

ARTICLE II

Directors

Section 2.1. Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

Section 2.2. Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 2.3. Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.

Section 2.4. Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board

by a majority vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.

Section 2.5. Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.

Section 2.6. Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.

Section 2.7. Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 2.8. Quorum and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall be the act of the Board.

Section 2.9. Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.

Section 2.10. Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 2.11. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.

ARTICLE III

Committees

Section 3.1. Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.

Section 3.2. Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).

The Audit Committee of the financial holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:

(1)Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and

(2)Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.

Section 3.3. Executive Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.

Section 3.4. Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.

Section 3.5. Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and control of the Board.

Section 3.6. Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of

its purpose, adopt its own rules for the exercise of any of its functions or authority.

ARTICLE IV

Officers

Section 4.1. Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.

Section 4.2. President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.

Section 4.3. Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman and President.

Section 4.4. Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the President or the Secretary shall from time to time determine.

Section 4.5. Other Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the Chairman, the President or such other

officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person may hold two offices.

Section 4.6. Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board or authorized officer to discharge any officer at any time.

ARTICLE V

Stock

Section 5.1. The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.

ARTICLE VI

Corporate Seal

Section 6.1. The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:

ARTICLE VII

Miscellaneous Provisions

Section 7.1. Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.

Section 7.2. Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.

Section 7.3. Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 7.4. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.

Section 7.5. Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association.

Except where specified otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.

ARTICLE VIII

Indemnification

Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12

C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined at 12

U.S.C. § 1813(u).

Section 8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12

U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.

ARTICLE IX

Bylaws: Interpretation and Amendment

Section 9.1. These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of the Board.

Section 9.2. A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders during Association hours.

ARTICLE X

Miscellaneous Provisions

Section 10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

Section 10.2. Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.

***

(February 8, 2021)

Exhibit 4

CONSENT

    In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 1, 2023

                    By:    /s/ Linda Garcia_________

                        Linda Garcia    

Vice President

Exhibit 5

U.S. Bank Trust Company, National Association

Statement of Financial Condition

as of 03/31/2023

($000’s)

    03/31/2023

Assets

Cash and Balances Due From         $ 839,082

Depository Institutions

    Securities        4,425

    Federal Funds        0

    Loans & Lease Financing Receivables         0

    Fixed Assets         1,939

    Intangible Assets        580,455

    Other Assets         126,317

Total Assets         $1,552,218

Liabilities

Deposits        $0

    Fed Funds        0

    Treasury Demand Notes        0

    Trading Liabilities         0

    Other Borrowed Money        0

    Acceptances        0

    Subordinated Notes and Debentures        0

    Other Liabilities        95,562

Total Liabilities        $95,562

Equity

Common and Preferred Stock        200

    Surplus         1,171,635

    Undivided Profits        284,821

Minority Interest in Subsidiaries        0

Total Equity Capital        $1,456,656

Total Liabilities and Equity Capital        $1,552,218

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

LKQ CORPORATION

Offers to Exchange the Registered Notes Set Forth Below that

Have Been Registered Under the United States Securities Act of 1933, as

Amended, for Any and All Outstanding

Restricted Notes Set Forth Opposite the Corresponding

Registered Notes

Registered/Exchange Notes	Restricted/Original Notes
$800,000,000 5.750% Senior Notes due 2028 (CUSIP No. 501889 AD1)	$800,000,000 5.750% Senior Notes due 2028 (CUSIP Nos. 501889 AC3 and U5463T AB8)
$600,000,000 6.250% Senior Notes due 2033 (CUSIP No. 501889 AF6)	$600,000,000 6.250% Senior Notes due 2033 (CUSIP Nos. 501889 AE9 and U5463T AC6)

PURSUANT TO THE PROSPECTUS DATED , 2023

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY

TIME, ON , 2023 (THE “EXPIRATION DATE”), UNLESS EXTENDED

BY LKQ CORPORATION IN ITS SOLE DISCRETION. TENDERS OF

ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00

P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

If you wish to accept the Exchange Offer, this Letter of Transmittal

must be completed, signed, and delivered to U.S. Bank Trust Company, National Association (the “Exchange Agent”):

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By First Class Mail:	By Courier or Overnight Delivery:
U.S. Bank Trust Company, National Association	U.S. Bank Trust Company, National Association
Attention: Specialized Finance	Attention: Specialized Finance
60 Livingston Avenue - EP-MN-WS2N	111 Fillmore Avenue
St. Paul, Minnesota 55107-2292	St. Paul, Minnesota 55107-1402
Facsimile Transmissions:	To Confirm by Telephone or for Information:
(651) 466-7372	(800) 934-6802

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A FAX NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED. RECEIPT OF INCOMPLETE, INACCURATE, OR DEFECTIVE LETTERS OF TRANSMITTAL WILL NOT CONSTITUTE VALID DELIVERY. ALTHOUGH WE MAY WAIVE DEFECTS AND IRREGULARITIES WITH RESPECT TO YOUR TENDER OF ORIGINAL NOTES (DEFINED BELOW), WE ARE NOT REQUIRED TO DO SO AND MAY NOT DO SO.

The undersigned is a holder of Original Notes issued by LKQ Corporation (“LKQ”) under that certain indenture dated May 24, 2023 (as such indenture has been, or may be, supplemented, amended and modified, the “Indenture”), by and among LKQ, the guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee, in a private transaction that was not subject to the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”).

By execution hereof, the undersigned acknowledges receipt of the Prospectus dated , 2023 (the “Prospectus”) of LKQ and this Letter of Transmittal (the “Letter of Transmittal”). These two documents together constitute LKQ’s

offer (the “Exchange Offer”) to exchange (a) up to $800,000,000 principal amount of its 5.750% Senior Notes due 2028 (the “2028 Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $800,000,000 principal amount of its issued and outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”), and (b) up to $600,000,000 principal amount of its 6.250% Senior Notes due 2033 (the “2033 Exchange Notes” and, together with the 2028 Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act for up to $600,000,000 principal amount of its issued and outstanding 6.250% Senior Notes due 2033 (the “2033 Original Notes” and, together with the 2028 Original Notes, the “Original Notes”). The terms of the Exchange Notes of each series are identical to the terms of the Original Notes of such series for which they may be exchanged pursuant to the Exchange Offer, except that the transfer restrictions, registration rights and additional interest provisions relating to the Original Notes will not apply to the Exchange Notes.

LKQ reserves the right, at any time or from time to time, to extend the period of time during which the Exchange Offer for the Original Notes is open, at its discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. LKQ shall notify the Exchange Agent of any extension by written notice and shall make a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Original Notes are to be physically delivered to the Exchange Agent herewith by Holders: (ii) tender of Original Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), or Clearstream Banking S.A. (“Clearstream”) by any financial institution that is a participant in DTC, Euroclear or Clearstream, as applicable, and whose name appears on a security position listing as the owner of Original Notes (such participants, acting on behalf of Holders, are referred to herein, together with such Holders, as “Acting Holder”); or (iii) tender of Original Notes is to be made according to the guaranteed delivery procedures. DELIVERY OF DOCUMENTS TO DTC, EUROCLEAR OR CLEARSTREAM DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

If delivery of the Original Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, Euroclear or Clearstream as set forth in (ii) in the immediately preceding paragraph, this Letter of Transmittal need not be manually executed; provided, however, that tenders of Original Notes must be effected in accordance with the procedures mandated by DTC’s Automated Tender Offer Program (“ATOP”) or by Euroclear or Clearstream, as the case may be. To tender Original Notes in this manner, the electronic instructions sent to DTC, Euroclear or Clearstream and transmitted to the Exchange Agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal.

Unless the context requires otherwise, the term “Holder” for purposes of this Letter of Transmittal means: (i) any person in whose name Original Notes are registered on the books of LKQ or any other person who has obtained a properly completed bond power from the registered Holder or (ii) any participant in DTC, Euroclear or Clearstream whose Original Notes are held of record by DTC, Euroclear or Clearstream who desires to deliver such Original Notes by book-entry transfer at DTC, Euroclear or Clearstream.

Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number set forth on the cover page of this Letter of Transmittal.

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR ORIGINAL NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule affixed hereto. Tenders of Original Notes will be accepted only in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof.

DESCRIPTION OF ORIGINAL NOTES

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate or Registration Numbers(s) of Original Notes*	Aggregate Principal Amount Represented by Original Notes	Aggregate Principal Amount of Original Notes Being Tendered (if less than all)**
Total

* Need not be completed by Holders tendering by book-entry transfer.

** Unless otherwise indicated in this column, the holder will be deemed to have tendered all Original Notes held by the Registered Holder(s) listed in the previous column. See instruction 2.

¨	CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY DTC, EUROCLEAR OR CLEARSTREAM TO THE EXCHANGE AGENT’S ACCOUNT AT DTC, EUROCLEAR OR CLEARSTREAM AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution:

DTC, Euroclear or Clearstream Book-Entry Account:

Transaction Code No.:

	Holders who wish to tender their Original Notes and (i) whose Original Notes are not immediately available, or (ii) who cannot deliver their Original Notes, the Letter of Transmittal or any other required documents to the Exchange Agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures and must also complete the Notice of Guaranteed Delivery.
¨	CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Holder(s) of Original Notes:

Window Ticket No. (If Any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery:

DTC, Euroclear or Clearstream Book-Entry Account No.:

If Delivered by Book-Entry Transfer:

Name of Tendering Institution:

	Transaction Code:
¨	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

Address:

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to LKQ the above-described aggregate principal amount of Original Notes. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered herewith, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, LKQ all right, title and interest in and to such Original Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent also acts as the agent of LKQ and as Trustee under the Indenture for the Original Notes and the Exchange Notes) to cause the Original Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Original Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, LKQ will acquire good and unencumbered title to the tendered Original Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or LKQ to be necessary or desirable to complete the exchange, assignment and transfer of tendered Original Notes.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by LKQ) as more particularly set forth in the Prospectus, LKQ may not be required to exchange any of the Original Notes tendered hereby and, in such event, the Original Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

By tendering Original Notes, each Holder of such Original Notes represents to LKQ that (A) it is acquiring the Exchange Notes issued in the Exchange Offer in the ordinary course of its business, (B) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes issued in the Exchange Offer in violation of the provisions of the Securities Act (C) it is not an “affiliate,” as defined in Rule 405 of the Securities Act, of LKQ or any guarantor of the Original Notes or the Exchange Notes and (D) if it is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Each Holder further represents that it is not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.

For purposes of the Exchange Offer, LKQ shall be deemed to have accepted validly tendered Original Notes when, as and if LKQ has given oral or written notice thereof to the Exchange Agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the Registration Rights Agreement. If any tendered Original Notes are not accepted for exchange pursuant to the Exchange Offer for any reason or if Original Notes are submitted for a greater aggregate principal amount than the Holder desires to exchange, such unaccepted or non-exchanged Original Notes will be returned without expense to the tendering

Holder thereof (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to customary book-entry transfer procedures, such non-exchanged Notes will be credited to an account maintained with such book-entry transfer facility) promptly after the expiration or termination of the Exchange Offer.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns.

The undersigned understands that tenders of Original Notes pursuant to the instructions hereto will constitute a binding agreement between the undersigned and LKQ upon the terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the certificates representing the Exchange Notes issued in exchange for the Original Notes accepted for exchange and return any Original Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Original Notes tendered by DTC, Euroclear or Clearstream, by credit to the respective account at DTC, Euroclear or Clearstream). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for the Original Notes accepted for exchange and any certificates for Original Notes not tendered or not exchanged (and accompanying documents as appropriate) to the undersigned at the address shown below the undersigned’s signatures, unless, in either event, tender is being made through DTC, Euroclear or Clearstream. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Original Notes accepted for exchange and return any Original Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that LKQ has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Original Notes from the name of the registered holder(s) thereof if LKQ does not accept for exchange any of the Original Notes so tendered.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS OF ORIGINAL NOTES REGARDLESS OF WHETHER ORIGINAL NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

This Letter of Transmittal must be signed by the Holder(s) of Original Notes exactly as their name(s) appear(s) on certificate(s) for Original Notes or, if tendered by a participant in DTC, Euroclear or Clearstream, exactly as such participant’s name appears on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to LKQ of such person’s authority to so act. See Instruction 3 herein.

X		Date:
X		Date:
	Signature(s) of Registered Holder(s) or Authorized Signatory
Names:		Address:

(Please Print)
		(Including ZIP Code)
Capacity(ies):	Area Code and Telephone No.

Tax Identification or Social Security No(s).:

DTC Account Number:

PLEASE COMPLETE FORM W-9 HEREIN

SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)

CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Dated:

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTION 4 HEREIN)

To be completed ONLY if certificates for Original Notes of a series in a principal amount not tendered or exchanged are to be issued in the name of, or certificates for the Exchange Notes of such series issued pursuant to the Exchange Offer are to be issued to the order of, someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the chart entitled “Description of Original Notes” within this Letter of Transmittal, or if Original Notes tendered by book-entry transfer that are not accepted are maintained at DTC, Euroclear or Clearstream other than the account indicated above.

Name:

Address:

(Please Print)

Zip Code:

Taxpayer Identification or Social Security Number:
	(See Form W-9 herein)

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTION 4 HEREIN)

To be completed ONLY if certificates for Original Notes of a series in a principal amount not tendered or exchanged or the Exchange Notes of such series issued pursuant to the Exchange Offer are to be sent to someone other than the person or person(s) whose signature(s) appear(s) within this Letter of Transmittal or to an address different from that shown in the chart entitled “Description of Original Notes” within this Letter of Transmittal or to be credited to an account maintained at DTC, Euroclear or Clearstream other than the account indicated above.

Name:

Address:

(Please Print)

Zip Code:

Taxpayer Identification or Social Security Number:
	(See Form W-9 herein)

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES. The certificates for the tendered Original Notes (or a confirmation of a book-entry into the Exchange Agent’s account at DTC, Euroclear or Clearstream of all Original Notes delivered electronically), as well as a properly completed and duly executed copy of this Letter of Transmittal or a facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. LKQ may extend the Expiration Date in its sole discretion by a public announcement given no later than 9:00 A.M., New York City time, on the next business day following the previously scheduled Expiration Date.

The method of delivery of the tendered Original Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and sole risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, Holders should use an overnight or hand delivery service. If such delivery is by mail, LKQ recommends registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent prior to the expiration of the Exchange Offer. No Letter of Transmittal, Original Notes, or other required document should be sent to LKQ.

Holders who wish to tender their Original Notes and (i) whose Original Notes are not immediately available or (ii) who cannot deliver their Original Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Exchange Date, or who cannot complete the procedure for book-entry transfer on a timely basis must tender their Original Notes and follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery, overnight courier or facsimile transmission) setting forth the name and address of the Holder of the Original Notes,

the certificate number or numbers of such Original Notes and the principal amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal) together with the certificate(s) representing the Original Notes (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent’s account at DTC, Euroclear or Clearstream) and any of the required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal), as well as all other documents required by this Letter of Transmittal, and the certificate(s) representing all tendered Original Notes in proper form for transfer (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent’s account at DTC, Euroclear or Clearstream), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any Holder of Original Notes who wishes to tender these Original Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Original Notes will be determined by LKQ in its sole discretion, which determination will be final and binding. LKQ reserves the absolute right to reject any and all Original Notes not properly tendered or any Original Notes LKQ’s acceptance of which would, in the opinion of LKQ or LKQ’s counsel, be unlawful. LKQ also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular Original Notes based on the specific facts or circumstances. Notwithstanding the forgoing, LKQ does not expect to treat any Holder of Original Notes differently to the extent they present the same facts or circumstances. LKQ’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) either before or after the Expiration Date will be in its sole discretion and will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as LKQ shall determine. Although LKQ intends to notify Holders of defects or irregularities with respect to tenders of Original Notes, neither LKQ, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived and will be returned without cost by the Exchange Agent to the tendering Holders of Original Notes, unless otherwise provided in this Letter of Transmittal, promptly after the expiration or termination of the Exchange Offer.

2. PARTIAL TENDERS; WITHDRAWALS. If less than all Original Notes are tendered, the tendering Holder should fill in the aggregate principal amount of Original Notes tendered in the fourth column of the chart entitled “Description of Original Notes.” All Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Original Notes are tendered, Original Notes for the principal amount of Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Original Notes are tendered, a certificate or certificates representing Exchange Notes issued in exchange for any Original Notes tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box in this Letter of Transmittal or unless tender is made through DTC, Euroclear or Clearstream, promptly after the Original Notes are accepted for exchange.

3. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of the Original Notes tendered hereby, the signature must correspond with the name as written on the face of the Original Notes without alteration, enlargement or any change whatsoever.

If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of Original Notes tendered and the certificate(s) for Exchange Notes issued in exchange therefor is to be issued (or any untendered number of Original Notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Original Note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Original Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal (or copy hereof) is signed by a person other than the registered Holder of Original Notes listed therein, such Original Notes must be endorsed or accompanied by properly completed bond powers which authorized such person to tender the Original Notes on behalf of the registered Holder, in either case signed as the name of the registered Holder appears on the Original Notes.

If this Letter of Transmittal (or copy hereof) or any Original Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or

representative capacity, such persons should so indicate when signing and unless waived by LKQ, evidence satisfactory to LKQ of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on Original Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

Signatures on this Letter of Transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “EligibleInstitution”) unless the Original Notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC, Euroclear or Clearstream whose name appears on a security position listing as the owner of Original Notes) who has not completed the box set forth herein entitled “Special Issuance Instructions” or “Special Delivery Instructions” of this Letter of Transmittal or (ii) for the account of an Eligible Institution.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should include, in the applicable spaces, the name and address to which Exchange Notes or substitute Original Notes for the aggregate principal amount not tendered or exchanged are to be sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of the Original Notes through DTC, Euroclear or Clearstream, if different from the account maintained at DTC, Euroclear or Clearstream indicated above). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

5. TRANSFER TAXES. Holders who tender their Original Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, certificates representing Exchange Notes, or Original Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Original Notes tendered hereby, or if a transfer tax is imposed for any reason other than the exchange of Original Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Original Notes listed in this Letter of Transmittal.

6. WAIVER OF CONDITIONS. LKQ reserves the absolute right to amend, waive or modify, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. Notwithstanding the foregoing, in the event of a material change in the Exchange Offer, including LKQ’s waiver of a material condition, LKQ will extend the Exchange Offer period if required by applicable law so that at least five business days remain in the Exchange Offer following notice of the material change.

7. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance, may be directed to the Exchange Agent at the address specified in the Prospectus.

9. IRREGULARITIES. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Letters of Transmittal or Original Notes will be determined by LKQ, in its sole discretion, which determination will be final and binding. LKQ reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of LKQ or LKQ’s counsel, be unlawful. LKQ also reserves the right to waive any defaults, irregularities or conditions of tender as to the particular Original Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal based on the specific facts or circumstances. Notwithstanding the forgoing, LKQ does not expect to treat any Holder of Original Notes differently to the extent they present the same facts or circumstances. None of LKQ, the Exchange Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. LKQ’s interpretation of the terms and conditions of the Exchange Offer either before or after the Expiration Date shall be final and binding.

10. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted unless consented to by LKQ. All tendering holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

11. DEFINITIONS, Capitalized terms used in this Letter of Transmittal and not otherwise defined have the meanings given in the Prospectus.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR ORIGINAL NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

(DO NOT WRITE IN THE SPACE BELOW)

Certificate Surrendered	Original Notes Tendered	Original Notes Accepted
Delivery Prepared by:	Checked by:	Date:

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

LKQ CORPORATION

Offers to Exchange the Registered Notes Set Forth Below that

Have Been Registered Under the United States Securities Act of 1933, as

Amended, for Any and All Outstanding

Restricted Notes Set Forth Opposite the Corresponding

Registered Notes

Registered/Exchange Notes	Restricted/Original Notes
$800,000,000 5.750% Senior Notes due 2028 (CUSIP No. 501889 AD1)	$800,000,000 5.750% Senior Notes due 2028 (CUSIP Nos. 501889 AC3 and U5463T AB8)
$600,000,000 6.250% Senior Notes due 2033 (CUSIP No. 501889 AF6)	$600,000,000 6.250% Senior Notes due 2033 (CUSIP Nos. 501889 AE9 and U5463T AC6)

PURSUANT TO THE PROSPECTUS DATED , 2023

This Notice of Guaranteed Delivery or a form substantially equivalent hereto must be used by registered holders of outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”) and 6.250% Senior Notes due 2033 (the “2033 Original Notes” and, together with the 2028 Original Notes, the “Original Notes”) of LKQ Corporation (“LKQ”) to accept the exchange offer of LKQ (the “Exchange Offer”) made pursuant to the prospectus dated , 2023 (the “Prospectus”), if Original Notes are not immediately available or if their Original Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) cannot be delivered to U.S. Bank Trust Company, National Association (the “Exchange Agent”), prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mail to the Exchange Agent as set forth below. See “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus. Capitalized terms not defined herein are defined in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00P.M., NEW YORK CITY

TIME, ON , 2023 (THE “EXPIRATION DATE”), UNLESS

EXTENDED BY LKQ IN ITS SOLE DISCRETION. TENDERS OF

ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO

5:00P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Exchange Agent:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By First Class Mail:	By Courier or Overnight Delivery:
U.S. Bank Trust Company, National Association	U.S. Bank Trust Company, National Association
Attention: Specialized Finance	Attention: Specialized Finance
60 Livingston Avenue - EP-MN-WS2N	111 Fillmore Avenue
St. Paul, Minnesota 55107-2292	St. Paul, Minnesota 55107-1402
Facsimile (for eligible institutions only):	To Confirm by Telephone or for Information:
(651) 466-7372	(800) 934-6802

FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 800-934-6802.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION

TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tender(s) to LKQ, upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus.

The undersigned understand(s) that tenders of Original Notes will be accepted only in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof. The undersigned understand(s) that tenders of Original Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date. Tenders of Original Notes may also be withdrawn if the Exchange Offer is terminated without any such Original Notes being purchased thereunder or as otherwise provided in the Prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory:	Name(s) of Registered Holder(s):
Principal Amount of Original Notes Tendered:	Address:
	Area Code and Telephone No.:
Certificate No(s). of Original Notes (if available):	If Original Notes will be delivered by book-entry transfer at The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), or Clearstream Banking S.A. (“Clearstream”), insert DTC, Euroclear or Clearstream Account No.:
Date:

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Original Notes exactly as its (their) name(s) appear on certificates for Original Notes or on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) hereby (a) represents that each holder of Original Notes on whose behalf this tender is being made “own(s)” the Original Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Original Notes complies with such Rule 14e-4, and (c) guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, together with certificates representing the Original Notes covered hereby in proper form for transfer and required documents will be deposited by the undersigned with the Exchange Agent.

THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND ORIGINAL NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:	Authorized Signature
Address:	Name:
	Title:
Area Code and Telephone No.	Date:

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the Exchange Agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Original Notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates for such Original Notes without any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the holder of such Original Notes, the signature must correspond exactly with the name shown on the security position listing as the holder of such Original Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Original Notes listed or a participant of DTC, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the certificates for the Original Notes or signed as the name of the participant is shown on DTC’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by the Issuer, submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act.

3. Requests for Assistance or Additional Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front cover.

EX-99.3

Exhibit 99.3

LKQ CORPORATION

Offers to Exchange the Registered Notes Set Forth Below that

Have Been Registered Under the United States Securities Act of 1933, as

Amended, for Any and All Outstanding

Restricted Notes Set Forth Opposite the Corresponding

Registered Notes

Registered/Exchange Notes	Restricted/Original Notes
$800,000,000 5.750% Senior Notes due 2028 (CUSIP No. 501889 AD1)	$800,000,000 5.750% Senior Notes due 2028 (CUSIP Nos. 501889 AC3 and U5463T AB8)
$600,000,000 6.250% Senior Notes due 2033 (CUSIP No. 501889 AF6)	$600,000,000 6.250% Senior Notes due 2033 (CUSIP Nos. 501889 AE9 and U5463T AC6)

PURSUANT TO THE PROSPECTUS DATED , 2023

To Our Clients:

We are enclosing herewith a Prospectus, dated , 2023, of LKQ Corporation (“LKQ”) and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by LKQ to exchange (a) up to $800,000,000 principal amount of its 5.750% Senior Notes due 2028 (the “2028 Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $800,000,000 principal amount of its issued and outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”), and (b) up to $600,000,000 principal amount of its 6.250% Senior Notes due 2033 (the “2033 Exchange Notes” and, together with the 2028 Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act for up to $600,000,000 principal amount of its issued and outstanding 6.250% Senior Notes due 2033 (the “2033 Original Notes” and, together with the 2028 Original Notes, the “Original Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00P.M.,

NEW YORK CITY TIME, ON , 2023, UNLESS EXTENDED BY LKQ IN

ITS SOLE DISCRETION. THE EXCHANGE OFFER IS NOT CONDITIONED

UPON ANY MINIMUM NUMBER OF ORIGINAL NOTES BEING TENDERED.

We are the holder of record of Original Notes held by us for your account. A tender of such Original Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Original Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. Please so instruct us by completing, executing and returning to us the enclosed Instruction to Registered Holder from Beneficial Owner enclosed herewith. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Original Notes. We also request that you confirm with such instruction form that we may on your behalf make the representations contained in the Letter of Transmittal.

Pursuant to the Letter of Transmittal, each holder of Original Notes will represent to LKQ that (A) it is acquiring the Exchange Notes issued in the Exchange Offer in the ordinary course of its business, (B) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes issued in the Exchange Offer in violation of the provisions of the Securities Act (C) it is not an “affiliate,” as defined in Rule 405 of the Securities Act, of LKQ or any guarantor and (D) if it is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes. If the tendering holder is a broker-dealer (whether or not it is also an “affiliate” of LKQ or any of the guarantors within the meaning of Rule 405 under the Securities Act) that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the

Securities Act. Each holder will also represent that it is not acting on behalf of any person or entities who could not truthfully make the foregoing representations.

Very truly yours,

EX-99.4

Exhibit 99.4

LKQ CORPORATION

Offers to Exchange the Registered Notes Set Forth Below that

Have Been Registered Under the United States Securities Act of 1933, as

Amended, for Any and All Outstanding

Restricted Notes Set Forth Opposite the Corresponding

Registered Notes

Registered/Exchange Notes	Restricted/Original Notes
$800,000,000 5.750% Senior Notes due 2028 (CUSIP No. 501889 AD1)	$800,000,000 5.750% Senior Notes due 2028 (CUSIP Nos. 501889 AC3 and U5463T AB8)
$600,000,000 6.250% Senior Notes due 2033 (CUSIP No. 501889 AF6)	$600,000,000 6.250% Senior Notes due 2033 (CUSIP Nos. 501889 AE9 and U5463T AC6)

PURSUANT TO THE PROSPECTUS DATED , 2023

To Registered Holders:

We are enclosing herewith the materials listed below relating to the offer (the “Exchange Offer”) by LKQ Corporation (“LKQ”) to exchange (a) up to $800,000,000 principal amount of its 5.750% Senior Notes due 2028 (the “2028 Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $800,000,000 principal amount of its issued and outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”), and (b) up to $600,000,000 principal amount of its 6.250% Senior Notes due 2033 (the “2033 Exchange Notes” and, together with the 2028 Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act for up to $600,000,000 principal amount of its issued and outstanding 6.250% Senior Notes due 2033 (the “2033 Original Notes” and, together with the 2028 Original Notes, the “Original Notes”), upon the terms and subject to the conditions set forth in the Prospectus, dated , 2023, and the related Letter of Transmittal. Enclosed herewith are copies of the following documents:

1. Prospectus dated , 2023;

2. Letter of Transmittal;

3. Notice of Guaranteed Delivery;

4. Instruction to Registered Holder from Beneficial Owner; and

5. Letter which may be sent to your clients for whose account you hold Original Notes in your name or in the name of your nominee, to accompany the instruction form referred to above for obtaining such clients’ instruction with regard to the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT

5:00P.M., NEW YORK CITY TIME, ON , 2023, UNLESS

EXTENDED BY LKQ IN ITS SOLE DISCRETION.

The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Original Notes will represent to LKQ that (A) it is acquiring the Exchange Notes issued in the Exchange Offer in the ordinary course of its business, (B) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes issued in the Exchange Offer in violation of the provisions of the Securities Act, (C) it is not an “affiliate,” as defined in Rule 405 of the Securities Act, of LKQ or any guarantor, and (D) if it is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes. If the tendering holder is a broker-dealer (whether or not it is also an “affiliate” of LKQ or any of the guarantors within the meaning of Rule 405 under the Securities Act) that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to

be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Each holder will also represent that it is not acting on behalf of any persons or entities who could not truthfully make the foregoing representations. The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of the Original Notes for you to make the foregoing representations.

LKQ will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Original Notes pursuant to the Exchange Offer. Holders who tender their Original Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, U.S. Bank National Association, in the manner set forth below.

By First Class Mail:	By Courier or Overnight Delivery:
U.S. Bank Trust Company, National Association	U.S. Bank Trust Company, National Association
Attention: Specialized Finance	Attention: Specialized Finance
60 Livingston Avenue - EP-MN-WS2N	111 Fillmore Avenue
St. Paul, Minnesota 55107-2292	St. Paul, Minnesota 55107-1402
Facsimile Transmissions:	To Confirm by Telephone or for Information:
(651) 466-7372	(800) 934-6802

Very truly yours,

LKQ Corporation

EX-99.5

Exhibit 99.5

Instruction to Registered Holder from Beneficial Owner

of

5.750% Senior Notes due 2028

or

6.250% Senior Notes due 2033

of

LKQ CORPORATION

PURSUANT TO THE PROSPECTUS DATED , 2023

To Registered Holder:

The undersigned hereby acknowledges receipt of the Prospectus dated , 2023 (the “Prospectus”) of LKQ Corporation (“LKQ”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), which constitute LKQ’s offer (the “Exchange Offer”) to exchange (a) up to $800,000,000 principal amount of its 5.750% Senior Notes due 2028 (the “2028 Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $800,000,000 principal amount of its issued and outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”), and (b) up to $600,000,000 principal amount of its 6.250% Senior Notes due 2033 (the “2033 Exchange Notes” and, together with the 2028 Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act for up to $600,000,000 principal amount of its issued and outstanding 6.250% Senior Notes due 2033 (the “2033 Original Notes” and, together with the 2028 Original Notes, the “Original Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

The aggregate face amount of the Original Notes held by you for the account of the undersigned is (fill in amount):

$ of 5.750% Senior Notes due 2028.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER all Original Notes held by you for the account of the undersigned.

¨ To TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered (if any)):

$ of 5.750% Senior Notes due 2028.

¨ NOT to TENDER any Original Notes held by you for the account of the undersigned.

$ of 6.250% Senior Notes due 2033.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER all Original Notes held by you for the account of the undersigned.

¨ To TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered (if any)):

$ of 6.250% Senior Notes due 2033.

¨ NOT to TENDER any Original Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (A) it is acquiring the Exchange Notes issued in the Exchange Offer in the ordinary course of its business, (B) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes issued in the Exchange Offer in violation of the provisions of the Securities Act, (C) it is not an “affiliate,” as defined in Rule 405 of the Securities Act, of LKQ or any guarantor, and (D) if it is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes. If the undersigned is a broker-dealer (whether or not it is also an “affiliate” of LKQ or any of the guarantors within the meaning of Rule 405 under the Securities Act) that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Issuer:

LKQ Corporation

Guarantors:

A&A Auto Parts Stores, Inc.

American Recycling International, Inc.

Assured Quality Testing Services, LLC

Automotive Calibration & Technology Services, LLC

DriverFx.com, Inc.

Global Powertrain Systems, LLC

KAIR IL, LLC

KAO Logistics, Inc.

KAO Warehouse, Inc.

Keystone Automotive Industries, Inc.

Keystone Automotive Operations, Inc.

Keystone Automotive Operations of Canada, Inc.

KPGW Canadian Holdco, LLC

LKQ Auto Parts of Central California, Inc.

LKQ Best Automotive Corp.

LKQ Central, Inc.

LKQ Foster Auto Parts, Inc.

LKQ Investments, Inc.

LKQ Lakenor Auto & Truck Salvage, Inc.

LKQ Midwest, Inc.

LKQ Northeast, Inc.

LKQ Pick Your Part Central, LLC

LKQ Pick Your Part Midwest, LLC

LKQ Pick Your Part Southeast, LLC

LKQ Southeast, Inc.

LKQ Taiwan Holding Company

LKQ Trading Company

North American ATK Corporation

Pick-Your-Part Auto Wrecking

Potomac German Auto, Inc.

Redding Auto Center, Inc.

Warn Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit(1)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Debt	5.750% Senior Notes due 2028	Rule 457(f)	$800,000,000	100%	$800,000,000	$110.20 per $1,000,000	$88,160
Debt	6.250% Senior Notes due 2028	Rule 457(f)	$600,000,000	100%	$600,000,000	$110.20 per $1,000,000	$66,120
Debt	Guarantees of 5.750% Senior Notes due 2028	Rule 457(n)	—	—	—	—	— (2)
Debt	Guarantees of 6.250% Senior Notes due 2033	Rule 457(n)	—	—	—	—	— (2)
Total Offering Amounts					$1,400,000,000		$154,280
Total Fee Offsets							$0.00
Net Fee Due							$154,280

(1) Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended (“Securities Act”).

(2) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees.

XML

Cover	6 Months Ended
	Jun. 30, 2023
Cover [Abstract]
Document Type	S-4
Entity Registrant Name	LKQ CORPORATION
Entity Tax Identification Number	36-4215970
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 West Madison Street
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	621-1950
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Primary SIC Number	5010
Entity Filer Category	Large Accelerated Filer
Amendment Flag	false
Entity Central Index Key	0001065696
Business Contact
Cover [Abstract]
Contact Personnel Name	Matthew J. McKay
Entity Address, Address Line One	500 West Madison Street
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	621-1950

XML

Summarized Statements of Operations - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Guarantor Subsidiaries
Summarized Statements of Operations, Captions [Line Items]
Revenue	$ 3,436	$ 6,762
Cost of goods sold	1,976	3,911
Gross margin(1)	1,460	2,851
Income from continuing operations	337	811
Net income	337	816
Intercompany Sales	27	46
Non-Guarantor Subsidiaries
Summarized Statements of Operations, Captions [Line Items]
Intercompany Sales	$ 91	$ 148

XML

Summarized Balance Sheets - Guarantor Subsidiaries - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets	$ 3,412	$ 1,845
Noncurrent assets	3,872	3,797
Current liabilities	858	825
Noncurrent liabilities	$ 3,420	$ 2,001