[Joint Filing Statement Dated: November 26, 2012 AUTOTRADER GROUP, INC. Dallas S. Clement Executive Vice President and Chief Financial Officer COX ENTERPRISES, INC. Charles N. Bowen Assistant Secretary PROVIDENCE EQUITY PARTNERS VI L.L.C. Paul J. Salem Senior Managing Director EX-99.A 2 d443768dex99a.htm JOINT FILING STATEMENT] [Description of Revolving Credit Facility On December 15, 2010, AutoTrader.com, Inc. (“ATC,” “we” or “our”), a Delaware Corporation, entered into our credit facilities with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and other agents and lenders, which initially provided for a revolving credit facility in an aggregate principal amount of up to $200.0 million and two] [SHARE PURCHASE AGREEMENT By and Among [SELLER] And [PURCHASER] Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 4 5 ARTICLE IV COVENANTS AND AGREEMENTS 7 ARTICLE V CONDITIONS TO CLOSING 7 ARTICLE VI TERMINATION 9 ARTICLE VII INDEMNIFICATION 10 ARTICLE VIII GENERAL PROVISIONS 11 SHARE PURCHASE AGREEMENT Agreement THIS SHARE] [SHAREHOLDERS AGREEMENT and By (1) ATG GLOBAL MANAGEMENT L.P. (2) PROUDVIEW LIMITED (3) SERENE VIEW INVESTMENT LIMITED (4) AVNER DEVELOPMENTS LIMITED (5) FULL RICHES HOLDINGS LIMITED (6) SPEEDVIEW INVESTMENT LIMITED (7) Bin LI (8) Jingning SHAO (9) Xuan ZHANG (10) Weihai QU And (11) BITAUTO HOLDINGS LIMITED Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2] [NOTE PURCHASE AGREEMENT By and Among [ ] And [ ] And ATG GLOBAL MANAGEMENT L.P. Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II ISSUANCE OF THE NOTE 5 ARTICLE III CLOSING AND DELIVERY 5 6 ARTICLE V COVENANTS AND AGREEMENTS 12 ARTICLE VI CONDITIONS TO CLOSING 13 ARTICLE VII GUARANTEE AND SECURITY] [[BORROWER] NOTE SENIOR SECURED GUARANTEED NOTE (this “ US$[ ] Issue Date November 21, 2012 (the “ Borrower Holder Indebtedness FOR VALUE RECEIVED, Serene View Investment Limited, a company incorporated under the laws of the British Virgin Islands (the “ Note Purchase Agreement Definitions 1. Event of Default “ 1 Holder’s Purchased Shares Share Purchase Agreement Share Purchase Agreements “] [Agreed Form SHARE CHARGE (BVI SHARE FORM) relating to ordinary shares of [•] By and Between [•] (as Chargor) and [•] (as Chargee) Dated as of November [•], 2012 ARTICLE I DEFINITIONS AND INTERPRETATION 1 ARTICLE II CHARGE 3 ARTICLE III COVENANTS BY THE CHARGOR 3 5 ARTICLE V POWER OF ATTORNEY 7 ARTICLE VI ENFORCEMENT NOTICE 7 ARTICLE VII] [Agreed Form SHARE CHARGE (CAYMAN SHARE FORM) relating to ordinary shares of [•] By and Between [•] (as Chargor) and [•] (as Chargee) Dated as of November [•], 2012 ARTICLE I DEFINITIONS AND INTERPRETATION 1 ARTICLE II CHARGE 3 ARTICLE III COVENANTS BY THE CHARGOR 3 5 ARTICLE V POWER OF ATTORNEY 6 ARTICLE VI ENFORCEMENT NOTICE 7 ARTICLE VII] []