Exhibit 10.1
SHARE REPURCHASE AGREEMENT
THIS SHARE REPURCHASE AGREEMENT (this Agreement) is made and entered into as of this 21st day of August, 2023, by and
between KKR Denali Holdings L.P. (the Seller) and AppLovin Corporation, a Delaware corporation (the Purchaser).
RECITALS
WHEREAS, the
Seller desires to sell 15,000,000 shares of Class A common stock, par value $0.00003 per share (the Class A Common Stock) of the Purchaser beneficially owned by it to the Purchaser and the Purchaser desires
to purchase such shares from the Seller, on the terms and conditions set forth in this Agreement (the Repurchase Transaction).
WHEREAS, after due consideration, the special committee and the audit committee of the board of directors of the Purchaser have approved the
Repurchase Transaction.
NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
SALE AND PURCHASE OF CLASS A COMMON STOCK
Section 1.1 Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date, the Seller shall sell, assign,
transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, 15,000,000 shares (the Shares) of Class A Common Stock of the Purchaser. The purchase price for the Shares
shall be $36.85 per share, resulting in a total purchase price of $552,750,000 (the Purchase Price).
Section 1.2
Closing. The closing of the Repurchase Transaction (the Closing) shall take place on August 28, 2023 (such date, the Closing Date). On the Closing Date, the Seller shall deliver or cause to be
delivered to the Purchaser all of the Sellers right, title and interest in and to the Shares by an appropriate method reasonably agreed to by the Purchaser and the Seller, together, in each case, with all documentation reasonably necessary to
transfer to the Purchaser right, title and interest in and to the Shares. On the Closing Date, the Purchaser shall pay to the Seller the Purchase Price in cash by wire transfer of immediately available funds in accordance with the wire transfer
instructions provided by the Seller to the Purchaser.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby makes the following representations and warranties to the Purchaser as to itself, each of which is true and correct on the
date hereof and the Closing Date and shall survive the Closing Date.
Section 2.1 Existence and Power.
(a) The Seller has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to
consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by the Seller and the consummation by
the Seller of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 or Regulation 13D under the Securities
Exchange Act of 1934) filing with, any governmental authority or court, or body or arbitrator having jurisdiction over the Seller; and (ii) except as would not have an adverse effect on the ability of the Seller to consummate the transactions
contemplated by this Agreement, do not and will not constitute or result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or
implied, to which such the Seller is a party or with the Sellers organizational documents or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body,
governmental authority, arbitrator, mediator or similar body on the part of the Seller or cause the acceleration or termination of any obligation or right of the Seller or any other party thereto.