0001140361-19-010616 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KAR AUCTION SERVICES, INC. AND IAA SPINCO INC. DATED AS OF [●], 2019
Separation and Distribution Agreement • June 7th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA Spinco Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 7th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of [●], 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA Spinco Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”, and together with KAR, the “Parties”). For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement.

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TAX MATTERS AGREEMENT by and between KAR AUCTION SERVICES, INC. and IAA SPINCO INC. Dated as of [●], 2019
Tax Matters Agreement • June 7th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [_____], between KAR Auction Services, Inc. (“KAR”), a Delaware corporation, and IAA Spinco Inc. (“Spinco” and, together with KAR, the “Parties”), a Delaware corporation and a wholly owned subsidiary of KAR. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • June 7th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations

This EMPLOYEE MATTERS AGREEMENT, dated as of [●] (this “Agreement”), is by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA Spinco Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”).

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