POWER OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS that the undersigned hereby constitutes, designates and
appoints Sidney
Peryar and Vance Johnston as such person's true
and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution and
full power to act alone and without the other, for the undersigned and
in the undersigned's name, place and stead, in any and all capacities,
to:
(a) prepare,
execute in the undersigned's name and on the undersigned's behalf, and
submit to the U.S. Securities and Exchange Commission (the “SEC”) a
Form ID (or any successor form), including amendments thereto, and any other
documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to
make electronic filings with the SEC of reports required by Section 16(a) or any
rule or regulation of the SEC promulgated thereunder;
(b) execute
for and on behalf of the undersigned, in the undersigned's capacity as
an officer and/or director of IAA Spinco Inc. (to be renamed IAA, Inc.) (the
“Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of
1934 and the rules thereunder;
(c) do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC
and any stock exchange or similar authority; and
(d) take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned
hereby grants to each such attorney-in-fact full power and authority to do and
perform any and
every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally
present, with full
power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming any of the
undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of
1934.
This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to
file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this
instrument as of the 10th day of June,
2019.
/s/ Peter H. Kamin
|
|
|
Name: Peter H. Kamin
|
|
|