Common use of Grant of Voting Proxy Clause in Contracts

Grant of Voting Proxy. (a) If, following the Closing, (i) the Investor and Autotrader Group, Inc. or any of their Controlled affiliate purchases any additional Ordinary Shares (or ADSs) from the Sellers in future privately-negotiated transactions or from open market (such acquired shares, if any, are referred to as the “Future Investor Purchased Shares”), (ii) the Notes that have been issued pursuant to the Note Purchase Agreements remain issued and outstanding, (iii) the Management Group continues to Control the Company, and (iv) no Significant Triggering Event has occurred in respect of any member of the Management Group, then, at the written request of the Management Group, the Investor agrees, and agrees to cause Autotrader Group, Inc. and any of such Controlled affiliate (if applicable), to grant to Management SPV 1 a voting proxy solely in respect of forty percent (40%) of such Future Investor Purchased Shares that may be voted at any ordinary or special meeting of shareholders of the Company (the “Proxy Shares”). (b) For avoidance of doubt, other than the Proxy Shares, such voting proxy (if requested to be granted by the Management Group) shall not apply to any other voting securities of the Company that are or may be beneficially owned by the Investor (whether directly or indirectly), including any Investor Purchased Shares, the remaining 60% of the Future Investor Purchased Shares or any other voting securities of the Company that may be otherwise acquired by the Investor. (c) In addition, the voting proxy granted by the Investor to the Management Group under Section 3.2(a) above (if so requested by the Management Group) shall not, in any way, modify any of the obligations of the Management Group and the Management SPVs pursuant to Section 2.1(c) above.