MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CARGURUS, INC., CAROFFER, LLC, CAROFFER INVESTORS HOLDING, LLC, CarOffer MidCo, LLC, THE INDIRECT MEMBERS (as defined herein), BRUCE THOMPSON, as the Sellers’ Representative and THE RESPONSIBLE PARTY...Membership Interest Purchase Agreement • November 7th, 2023 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of November 6, 2023 (the “Agreement Date”), by and among CarGurus, Inc., a Delaware corporation (the “Buyer”), CarOffer, LLC, a Delaware limited liability company (the “Company”), CarOffer Investors Holding, LLC, a Delaware limited liability company (“TopCo”), CarOffer Midco, LLC, a Delaware limited liability company (“Midco”, together with TopCo, each, a “Direct Member”, and collectively, the “Direct Members”), each of the Persons set forth on Schedule 1.1(a) hereto (each, an “Indirect Member” and collectively, the “Indirect Members”), Bruce T. Thompson, an individual residing in Texas (the “Sellers’ Representative”), in his capacity as the Sellers’ Representative, and the Person set forth on Schedule 1.1(b) (the “Responsible Party”).
