AGREEMENT AND PLAN OF MERGER by and among ADESA, INC., RILEY ACQUISITION, INC., KAR AUCTION SERVICES, INC., OPENLANE, INC., and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholders’ Representative, Dated as of August 15, 2011Merger Agreement • August 15th, 2011 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of August 15, 2011, by and among ADESA, INC., a Delaware corporation (“Parent”), RILEY ACQUISITION, INC., a Delaware corporation (“Merger Sub”), OPENLANE, INC., a Delaware corporation (the “Company”), SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Representative (the “Securityholders’ Representative”), and, solely with respect to Section 9.6, KAR AUCTION SERVICES, INC., a Delaware corporation (“Guarantor”).
