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Joinder Agreement

This is an actual contract between Autotrader.com and eBay.

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Sectors: Specialty Retail, Computer+Software+and+Services, Services
Governing Law: Delaware, View Delaware State Laws
Effective Date: March 06, 2000
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JOINDER AGREEMENT


THIS JOINDER AGREEMENT (this "Agreement") is made as of the 6th day of March, 2000 by and among eBay, Inc., a Delaware corporation ("eBay"), Manheim ATC, Inc., a Delaware corporation ("Manheim"), and AutoTrader.com, LLC, a Delaware limited liability company (the "Company").


RECITALS:


A. The Company, Manheim, ADP, Inc., a Delaware corporation ("ADP"), LTM Company L.P., a Virginia limited partnership ("Landmark"), ATC Holdings, Inc., a Nevada corporation ("ATCHI"), and KPCB Holdings, Inc, as nominee ("KPCB"), are parties to that certain Amended and Restated Registration Rights Agreement, dated as of August 20, 2000 (the "Registration Rights Agreement"), pursuant to which the Company has granted Manheim, ADP, Landmark, ATCHI and KPCB certain registration rights with respect to the Company's Class A Units.


B. eBay and the Company are parties to that certain Unit Purchase Agreement, dated as of March 6, 2000 (the "Unit Purchase Agreement"), pursuant to which the Company has agreed to issue and sell to eBay three percent (3%) of the Company's limited liability company membership Units, determined on a fully diluted basis (the "Purchase Units").


C. The Company wishes to grant registration rights to eBay under the Registration Rights Agreement and to add eBay as a Holder under the terms of the Registration Rights Agreement.


In consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. Joinder. In accordance with Section 11.4 of the Registration Rights Agreement, by the execution of this Agreement, eBay hereby agrees to become, and to be deemed for all purposes to be, a signatory to the Registration Rights Agreemen
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