MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CARGURUS, INC., CAROFFER, LLC, CAROFFER INVESTORS HOLDING, LLC, THE MEMBERS (as defined herein), and BRUCE THOMPSON, as the Members’ Representative December 9, 2020Membership Interest Purchase Agreement • December 10th, 2020 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 9, 2020 (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”), each of the Members of TopCo (each, a “Member” and collectively, the “Members”), and Bruce T. Thompson, an individual residing in Texas (the “Members’ Representative”), in his capacity as the Members’ Representative and as a Member.
CAROFFER, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 10th, 2020 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 9, 2020 (the “Effective Date”), is entered into by and among CarOffer, LLC, a Delaware limited liability company, the Member and the CO Indirect Holders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I and Annex I.
