SHAREHOLDERS AGREEMENT By and Among And Dated as of November 1, 2012Shareholders Agreement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2012, by and between the following parties and will become effective on the Effective Date (as defined below):
SHARE CHARGE (BVI SHARE FORM) relating to ordinary shares of By and Between (as Chargor) and (as Chargee) Dated as of November [•], 2012Share Charge • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Virgin Islands
NOW, THEREFORE, in consideration of the foregoing premises, which are hereby incorporated into and made a part of the terms hereof, it is agreed as follows:
SHARE PURCHASE AGREEMENT By and Among [SELLER] And [PURCHASER] Dated as of November 1, 2012Share Purchase Agreement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • New York
NOTE PURCHASE AGREEMENT By and Among And And ATG GLOBAL MANAGEMENT L.P. Dated as of November 1, 2012Note Purchase Agreement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • New York
BORROWER] SENIOR SECURED GUARANTEED NOTE (this “NOTE”)AutoTrader Group, Inc. • November 26th, 2012 • Services-business services, nec • New York
This Note is made by the Borrower in favor of the Holder pursuant to that certain Note Purchase Agreement, dated November 1, 2012, by and among the Borrower, the Holder and the other parties thereto (the “Note Purchase Agreement”) and is secured (on a first priority basis) by the Pledged Shares (as defined under the Note Purchase Agreement). The entire principal sum under this Note is being used by the Borrower solely to fund the purchase of the Management Purchased Shares (as defined below).
Joint Filing StatementAutoTrader Group, Inc. • November 26th, 2012 • Services-business services, nec
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
