LEASE (Single Tenant; Net)Lease • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • California
THIS LEASE is made as of the 29th day of September, 2004, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and KELLEY BLUE BOOK CO., INC., a California corporation, hereinafter called “Tenant.”
EMPLOYMENT AND NON-COMPETITION AGREEMENT (DALE POLLAK)Employment and Non-Competition Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Illinois
AGREEMENT made and entered into by and between AutoTrader.com, Inc. (“AutoTrader”), a Delaware corporation, and Dale Pollak (the “Executive”), effective as of the Closing Date (as defined in the Purchase Agreement which term is hereinafter defined).
AMENDMENT TO AMENDED AND RESTATED CASH MANAGEMENT AGREEMENTCash Management Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
This Amendment to Amended and Restated Cash Management Agreement (this “Amendment”), effective as of this 14th day of June, 2012 (the “Effective Date”), by and between Cox Enterprises, Inc., a Delaware corporation (“CEI”), and AutoTrader.com, Inc., a Delaware corporation (the “Company”), hereby amends that Amended and Restated Cash Management Agreement dated as of December 15, 2010, by and between CEI and Company (the “Agreement”).
STOCK PURCHASE AGREEMENT By and Among AUTOTRADER.COM, INC., PROVIDENCE EQUITY PARTNERS VI, L.P., PROVIDENCE EQUITY PARTNERS VI-A, L.P, COX AUTO TRADER, L.L.C., KPCB HOLDINGS, INC. and THE OTHER SELLERS NAMED HEREIN May 5, 2010Stock Purchase Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2010 by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (each, a “Buyer” and collectively, “Buyer”), Cox Auto Trader, L.L.C., a Delaware limited liability company (“CAT”), KPCB Holdings, Inc., a California corporation (“KPCB”), and the other stockholders of the Company identified on Exhibit A, as Exhibit A may be amended from time to time pursuant to Section 2.1 (such other stockholders, together with CAT and KPCB, the “Sellers”), and CAT (in its capacity as agent and attorney-in-fact of each Seller other than KPCB as set forth in Article X, the “Seller Representative”).
RELATED PARTY AGREEMENTRelated Party Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS RELATED PARTY AGREEMENT effective as of June 14, 2012 (the “Effective Date”), is entered into by and among AutoTrader Group, Inc., a Delaware corporation (“ATG”), Cox Enterprises, Inc., a Delaware corporation (“CEI”), Cox Digital Exchange, LLC, a Delaware limited liability company (“CDX”), and Manheim, Inc., a Delaware corporation (“Manheim, Inc.,” individually and together with CEI and CDX (as the context requires), “Manheim”). Certain capitalized terms used in this Agreement are defined in Article I.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 30 day of September, 2011 (the “Effective Date”), by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).
SETTLEMENT AGREEMENTSettlement Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • England and Wales
FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC.AutoTrader Group, Inc. • July 31st, 2012 • Services-business services, nec
This First Amendment to Amended and Restated Stockholders Agreement of AutoTrader.com, Inc. (this “First Amendment”) is entered into effective as of this 14th day of October, 2010, by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), and Providence Equity Partners VI, L.P., a Delaware limited partnership (“Providence VI”).
3003 SUMMIT LEASE AGREEMENT BY AND BETWEEN PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, AS LANDLORD AND AUTOTRADER.COM, INC., AS TENANTLease Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Georgia
THIS LEASE AGREEMENT is made and entered into on this 11th day of January, 2010 (the “Effective Date”), by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (hereinafter called “Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation, whose address for purposes hereof is set forth in Section 9.01 below (hereinafter called “Tenant”).
SECOND AMENDMENT TO LEASEAutoTrader Group, Inc. • July 31st, 2012 • Services-business services, nec
FIRST AMENDMENT TO LEASEAutoTrader Group, Inc. • July 31st, 2012 • Services-business services, nec
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC. By and Among AUTOTRADER.COM, INC., MANHEIM ATC, INC., COX AUTO TRADER, L.L.C., PROVIDENCE EQUITY PARTNERS VI, L.P., PEP VI-A AUTO TRADER AIV L.P. KPCB HOLDINGS, INC. and THE OTHER...Stockholders Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is made and entered into effective as of June 15, 2010, by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Cox Auto Trader, L.L.C., a Delaware limited liability company (“CAT”), Providence Equity Partners VI, L.P. and PEP VI-A Auto Trader AIV L.P., each a Delaware limited partnership (collectively, “Providence”), KPCB Holdings, Inc., a California corporation, as nominee (“KPCB”), and the other Class A Stockholders (as defined herein) that have signed a counterpart to this Agreement with the effect set forth in Section 8.13 or are party to the Prior Stockholders Agreement (as defined below). Each of Manheim, CAT, Providence, KPCB and such other stockholders, together with the Stockholders (as defined for purposes of the Prior Stockholders Agreement) and any other Person who is or becomes a Class A Stockholder and who signs a counterpart to this Agreement in acc
SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC.Stockholders Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
This Second Amendment to Amended and Restated Stockholders Agreement of AutoTrader.com, Inc. (this “Second Amendment”) is entered into effective as of this 14th day of June, 2012 (the “Effective Date”), by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), AutoTrader Group, Inc., a Delaware corporation (“ATG”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), and Providence Equity Partners VI, L.P., a Delaware limited partnership (“Providence”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Stockholders Agreement (as defined below).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 3rd day of January, 2011 (the “Effective Date”) by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND CONSENTDirector Nomination Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of [ ], by and among AutoTrader Group, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (collectively, “Providence”), and the other Stockholders (as defined herein) that have signed a counterpart to this Agreement (each, an “Other Party Stockholder” and, collectively, the “Other Party Stockholders”). Each of Manheim, Providence, the Other Party Stockholders and any other Person who is or becomes a Stockholder and who signs a Joinder in accordance with the terms of this Agreement is individually referred to herein as a “Specified Stockholder” and, collectively, as the “Specified Stockholders”.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made this 30 day of June, 2010 (the “Effective Date”) by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).
