SECURITIES PURCHASE AGREEMENT by and among ADESA, INC., CARWAVE HOLDINGS LLC, the Sellers identified herein and KKR CHEVY AGGREGATOR L.P., in its role as Seller Representative DATED AS OF AUGUST 20, 2021Securities Purchase Agreement • August 23rd, 2021 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2021, is entered into by and among (i) ADESA, Inc., a Delaware corporation (the “Purchaser”), (ii) Carwave Holdings LLC, a Delaware limited liability company (the “Company”), (iii) KKR Chevy Aggregator L.P., a Delaware limited partnership (the “Aggregator”), (iv) John Lauer, an individual, (v) William Lauer, an individual, (vi) Joseph Lauer, an individual (together with John Lauer and William Lauer, the “Lauer Individual Sellers”), (vii) Lauer Holdings Inc., a Delaware corporation (“Lauer Holdings” and, together with the Lauer Individual Sellers, the “Lauer Sellers”), (viii) KKR Chevy Blocker, LLC, a Delaware limited liability Company (“SMA Blocker”), (ix) KKR-Milton Strategic Partners L.P., a Cayman Islands limited partnership (“Milton”) and KKR DAF Private Assets Fund Designated Activity Company, a designated activity company organized under the laws of Ireland (“DAF” and, together with Milton, the “SMA Blo
