Common use of Background of the Offer Clause in Contracts

Background of the Offer. Members of Parent’s management over time have reviewed and discussed business, operational and strategic plans to enhance and complement Parent’s business units, including potential strategic partnerships, commercial opportunities, or other transactions with Dealertrack and other automotive industry companies. In June 2013, Xxxxxxx Xxxxxxxx, President of Parent, and Xxxx X. X’Xxxx, Chairman and Chief Executive Officer of Dealertrack met to discuss the industry generally and possible partnership opportunities. During the course of that meeting, Xx. Xxxxxxxx also inquired generally as to Dealertrack’s interest in a potential transaction at some future date, but the discussions concerning a transaction were not specific in nature and proceeded no further at that time. In January 2014, following industry meetings at the National Auto Dealers Association (“NADA”) conference, representatives of Parent’s various business units began discussions with representatives of Dealertrack’s business units to explore potential collaboration opportunities based on their respective product and service offerings. In April and May, 2014, members of Parent’s senior management team held several meetings to review strategic opportunities in the industry, including the possibility of strategic partnerships or a potential transaction involving Dealertrack. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offerings, representatives of Parent’s management determined to review potential valuation ranges with respect to a potential acquisition of Dealertrack. In July 2014, Xx. Xxxxxxxx and Xx. X’Xxxx again met in person. At this meeting, Xx. Xxxxxxxx made an unsolicited inquiry to Xx. X’Xxxx as to a possible transaction between the two companies. Xx. X’Xxxx responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation did not proceed to any specific proposal. On August 11, 2014, Xx. Xxxxxxxx and Xx. X’Xxxx met at Dealertrack’s offices in Lake Success, New York. Also present at the meeting were Xxx Xxxxxxxx, Xxxxxxxxxxx’s then Executive Vice President, and Xxxxxx Xxxxxxx, Executive Vice President and Chief Financial Officer of Parent. The participants engaged in a discussion about possible partnership opportunities between the two companies. Xx. Xxxxxxxx reiterated Xxxxxx’s general interest in potential avenues for collaborating with Dealertrack. On August 26, 2014, Citi met with Xx. Xxxxxxx, and other members of Parent’s and CEI senior management team to discuss preliminary valuation of Dealertrack and other transaction considerations. During September and October, 2014, representatives of Parent met at various times with management of Parent and CEI to present their findings and receive management feedback on the assumptions associated with the valuation models. In connection with such review, Parent (and Parent’s parent, Xxx Enterprises, Inc. (“CEI”)) utilized the advisory services of BDT & Company, LLC (“BDT”), and Citigroup Global Markets, Inc. (“Citi”). BDT and Citi consulted with representatives of Parent in a review of publicly available information to prepare the framework for an analysis of valuation ranges of Dealertrack in November of 2014. On November 17, 2014, BDT met with Xx. Xxxxxxxx, Xx. Xxxxxxx, and other members of Xxxxxx’s and CEI senior management team to discuss the strategic considerations and preliminary valuation analysis in connection with a potential transaction with Dealertrack.

Background of the Offer. Members Section 10 of Parent’s management over time have reviewed the Offer to Purchase is hereby amended and discussed businesssupplemented as follows: On August 23, operational 2010, Hewlett-Packard Company (“HP”) announced an unsolicited proposal to acquire 3PAR for $24.00 per share in cash pursuant to a tender offer followed by a merger. Xxxxx X. Xxxxxxx, the Executive Vice President and strategic plans Chief Strategy and Technology Officer of HP, sent a letter to enhance and complement Parent’s business unitsXxxxx Xxxxx, including potential strategic partnerships, commercial opportunities, or other transactions with Dealertrack and other automotive industry companies. In June 2013, Xxxxxxx Xxxxxxxx, the President of Parent, and Xxxx X. X’Xxxx, Chairman and Chief Executive Officer of Dealertrack met to discuss 3PAR that same day regarding the industry generally and possible partnership opportunitiesproposed acquisition (the “HP Proposal”). During the course of that meeting, Xx. Xxxxxxx’x letter indicated that HP’s 2 Table of Contents Proposal had been approved by the board of directors of HP, that it was not subject to any financing contingencies and that HP believed it could complete the transaction before the end of the calendar year. Xx. Xxxxxxx’x letter also enclosed a proposed merger agreement between HP and 3PAR, which was substantially the same as the merger agreement between 3PAR and Dell except that it did not contain any termination or other break-up fee provisions. Later the same day, Xxxxxx Xxxxxxx Xxxxxxxx also inquired generally as & Xxxxxx, P.C., legal adviser to Dealertrack’s interest in a potential transaction at some future date, but the discussions concerning a transaction were not specific in nature and proceeded no further at that time. In January 2014, following industry meetings at the National Auto Dealers Association 3PAR (“NADAXxxxxx Xxxxxxx”), sent a letter to Xxxxx Xxxxxx, assistant secretary of Dell, notifying Dell of the HP Proposal. Among other things, the letter stated that 3PAR’s Board of Directors had determined in good faith, after consultation with Xxxxxx Xxxxxxx and Qatalyst Partners LP, financial adviser to 3PAR (“Qatalyst”), that the HP Proposal was reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement) conferenceand failure to engage in discussions with HP and to furnish HP with non-public information relating to 3PAR would be a breach of its fiduciary duties to the 3PAR stockholders. On August 24, 2010, Xxxxxxx X. Xxxx, the Chairman of the Board and Chief Executive Officer of Dell, and Xx. Xxxxx had two telephone conferences on which they discussed integration planning and also the terms of the HP Proposal. On August 25, 2010, representatives of Parent’s various business units began discussions with Qatalyst contacted representatives of Dealertrack’s business units Credit Suisse Securities (USA) LLC, financial adviser to explore potential collaboration opportunities based Dell (“Credit Suisse”), to notify Dell of the determinations made by the 3PAR Board of Directors at a special meeting of the 3PAR Board of Directors held on their respective product and service offeringsAugust 25, 2010 that the HP Proposal was a Superior Proposal under the Merger Agreement. In April and May, 2014, members of Parent’s senior management team held several meetings response to review strategic opportunities in the industry, including the possibility of strategic partnerships or a potential transaction involving Dealertrack. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offeringsthis notification, representatives of Parent’s management determined Credit Suisse informed Qatalyst that Dell would be submitting momentarily a proposal to review potential valuation ranges with respect (i) increase the Offer Price (as that term is defined in the Merger Agreement) being offered by Dell in its Offer to a potential acquisition acquire 3PAR Shares from $18.00 per Share to $24.30 per Share, and (ii) increase the Termination Fee (as that term is defined in the Merger Agreement) payable by 3PAR from $53.5 million to $72.0 million (which amount would represent 4.17% of Dealertrackthe fully diluted equity value of the transaction). In July 2014Following this conversation, Mr. Dell and Xxxx Xxxxxxx, the Senior Vice President of Corporate Strategy of Dell, separately contacted Xx. Xxxxxxxx and Xx. X’Xxxx again met in person. At this meeting, Xx. Xxxxxxxx made an unsolicited inquiry Xxxxx to Xx. X’Xxxx as to a possible transaction between the two companies. Xx. X’Xxxx responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation did not proceed to any specific formally deliver Dell’s proposal. On August 11, 2014, Xx. Xxxxxxxx and Xx. X’Xxxx met at Dealertrack’s offices Dell subsequently delivered its proposal in Lake Success, New York. Also present at the meeting were Xxx Xxxxxxxx, Xxxxxxxxxxx’s then Executive Vice Presidentwriting, and representatives of Debevoise & Xxxxxxxx LLP, legal adviser to Dell, subsequently transmitted to representatives of Xxxxxx Xxxxxxx, Executive Vice President and Chief Financial Officer of Parent. The participants engaged in Xxxxxxx a discussion about possible partnership opportunities between draft amendment to the two companies. Xx. Xxxxxxxx reiterated XxxxxxMerger Agreement reflecting Dell’s general interest in potential avenues for collaborating with Dealertrackproposal (the “Merger Agreement Amendment”). On August 26, 2014, Citi met with Xx. Xxxxxxx, and other members of Parent’s and CEI senior management team to discuss preliminary valuation of Dealertrack and other transaction considerations. During September and October, 2014, representatives of Parent met at various times with management of Parent and CEI to present their findings and receive management feedback on the assumptions associated with the valuation models. In connection with such review, Parent (and Parent’s parent, Xxx Enterprises, Inc. (“CEI”)) utilized the advisory services of BDT & Company, LLC (“BDT”), and Citigroup Global Markets, Inc. (“Citi”). BDT and Citi consulted with representatives of Parent in a review of publicly available information to prepare the framework for an analysis of valuation ranges of Dealertrack in November of 2014. On November 17, 2014, BDT met with Xx. Xxxxxxxx2010, Xx. XxxxxxxXxxxx contacted Mr. Dell to convey that the 3PAR Board of Directors (i) determined that, at a second special meeting of the 3PAR Board of Directors, Dell’s Offer (as amended by the Merger Agreement Amendment) was in the best interests of 3PAR and its stockholders, and other members declared it advisable, to enter into the Merger Agreement Amendment, (ii) approved the execution and delivery of Xxxxxx’s the Merger Agreement Amendment, and CEI senior management team (iii) resolved to discuss recommend that the strategic considerations holders of Shares accept the Offer (as amended by the Merger Agreement Amendment), tender their Shares to Purchaser pursuant to the Offer (as amended by the Merger Agreement Amendment) and, if required by the applicable provisions of Delaware law, adopt the Merger Agreement (as amended by the Merger Agreement Amendment). Dell and preliminary valuation analysis in connection with 3PAR subsequently executed and delivered the Merger Agreement Amendment on August 26, 2010. On August 26, 2010, before the U.S. stock markets opened, Dell announced the entry into the Merger Agreement Amendment, a potential transaction with Dealertrackcopy of which is filed herewith as Exhibit (a)(5)(C) and incorporated herein by reference, and 3PAR separately announced the entry into the Merger Agreement Amendment.

Background of the Offer. Members Contacts with the Company; Recommendation of Parent’s management over time the Company's Board. BACKGROUND OF THE OFFER Since April, 1992, the Purchaser and the Company have reviewed entered into various research and discussed business, operational and strategic plans to enhance and complement Parent’s business units, including potential strategic partnerships, commercial opportunities, or other transactions with Dealertrack and other automotive industry companiessimilar agreements for the joint development of various products. In June 2013early 1995, Xxxxxxx XxxxxxxxRobexx Xxxxxxx, President of Parent, and Xxxx X. X’Xxxx, Chairman and Chief Xxief Executive Officer of Dealertrack met the Purchaser, suggested, first, through representatives, then, in March, 1995, directly to discuss Brucx X. Xxxxxxx, Xxief Executive Officer of the industry generally and possible partnership opportunitiesCompany, that a business relationship between the companies could be beneficial to both companies. During the course of that meetingOn April 5, 1995, Mr. Xxxxxxx, Xx. Xxxxxxxx also inquired generally as to Dealertrack’s interest in a potential transaction at some future date, but the discussions concerning a transaction were not specific in nature and proceeded no further at that time. In January 2014, following industry meetings at the National Auto Dealers Association (“NADA”) conference, representatives of Parent’s various business units began discussions with representatives of Dealertrack’s business units to explore potential collaboration opportunities based on their respective product and service offerings. In April and May, 2014, Xxxxxxx xxx other members of Parent’s the senior management team held several meetings to review strategic opportunities in the industry, including the possibility of strategic partnerships or a potential transaction involving Dealertrack. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offerings, representatives of Parent’s management determined to review potential valuation ranges with respect to a potential acquisition of Dealertrack. In July 2014, Xx. Xxxxxxxx and Xx. X’Xxxx again both companies met in personChicago, Illinois and discussed the range of possible future relationships between the companies. At this meeting, Xxthe Purchaser's representatives described their vision for the Purchaser's agriculture business and indicated that a relationship with a company in the seed corn business, a major element of Company's business, was a part of that vision. Xxxxxxxx made an unsolicited inquiry The Company's representatives indicated at that time that the Company was only interested in a collaboration. Representatives of the companies decided to Xx. X’Xxxx as to continue discussions of a possible transaction between future relationship into which the two companies. Xx. X’Xxxx responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation did not proceed to any specific proposalcompanies might enter. On August 11May 16, 20141995, Mr. Xxxxxxx, Xx. Xxxxxxxx and Xx. X’Xxxx met at Dealertrack’s offices in Lake Success, New York. Also present at the meeting were Xxx Xxxxxxxx, Xxxxxxxxxxx’s then Executive Vice President, and Xxxxxx Xxxxxxx, Executive Vice President and Chief Financial Officer of Parent. The participants engaged in a discussion about possible partnership opportunities between the two companies. Xx. Xxxxxxxx reiterated Xxxxxx’s general interest in potential avenues for collaborating with Dealertrack. On August 26, 2014, Citi met with Xx. Xxxxxxx, and Xxxxxxx xxx other members of Parent’s and CEI senior management team both companies' managements met again in Chicago, Illinois to further discuss preliminary valuation of Dealertrack and other transaction considerationsa possible relationship. During September and October, 2014, The Company's representatives of Parent met at various times with management of Parent and CEI to present their findings and receive management feedback on the assumptions associated indicated that they essentially agreed with the valuation modelsPurchaser's vision for agriculture. The Purchaser's representatives further described their specific plans for the future and described numerous areas for potential collaboration between the companies. In connection with such reviewJune, Parent (July and Parent’s parentAugust of 1995, Xxx Enterprises, Inc. (“CEI”)) utilized several meetings of the advisory services of BDT & Company, LLC (“BDT”), and Citigroup Global Markets, Inc. (“Citi”)management teams occurred to assess potential opportunity for collaboration. BDT and Citi consulted with representatives of Parent in These meetings covered a review of publicly available information the market opportunity for new products, general discussions on the likely evolution of the seed corn and pesticide and herbicide markets, intellectual property status and potential methods for the companies to prepare the framework for an analysis of valuation ranges of Dealertrack in November of 2014work together. On November 17In a meeting on October 6, 2014, BDT met with Xx. Xxxxxxxx1995 among Mr. Xxxxxxx, Xx. Xxxxxxx, Xxaix Xxxxx, x Director of the Company, and other members John Xxxxxx, x Senior Advisor with Robexxxxx, Xxepxxxx & Xompany LLC, both companies' representatives indicated that they believed that there was an opportunity for a relationship between the companies and outlined a possible structure of such a relationship. In a telephone conversation between Mr. Xxxxxxx xxx Mr. Xxxxxxx xx October 9, 1995, they agreed to designate representatives of the companies' management and advisors to develop further detailed ideas for a form of relationship between the companies. "Investment Teams" were created by each company to discuss and develop the structure of the investment by the Purchaser in the Company. "Collaboration Teams" were created by each company to discuss and develop the nature of the collaboration of the companies in the development and marketing of products. 12 15 In a series of meetings in October, 1995, the Investment Teams and the Collaboration Teams, in Chicago, Illinois, developed a possible structure for an investment by the Purchaser in the Company and the collaboration arrangements and the initial license arrangements between the companies. On November 8, 1995, Mr. Xxxxxxx xxx Mr. Xxxxxxx xxx to review the status of the various ongoing discussions. Although both companies still felt there was significant potential value in developing a relationship between the companies, there were significant differences concerning numerous major issues. In November, 1995, the Collaboration Teams continued to develop the potential collaboration and licensing arrangements, and Mr. Xxxxxx Xxxxxx’s and CEI senior management team , Chief Financial Officer of Company, met with the Purchaser's representatives to discuss the strategic considerations issues with respect to the Purchaser's potential investment in the Company. On December 6, 1995, Mr. Xxxxxxx (xxd various advisors) met with Mr. Xxxxxxx (xxd various advisors) in St. Louis, Missouri. They agreed to continue discussions regarding a relationship between the companies and, concluded that, although several major issues had not yet been resolved, it was appropriate to begin to draft contracts reflecting the possible relationship between the companies. On numerous occasions in December 1995 and preliminary valuation analysis January 1996, representatives of both companies met to negotiate and draft various agreements and outline the major open issues. Representatives of the companies and their advisors also met in January to review various due diligence topics. On January 9, 1996, Mr. Xxxxxxx xxx Mr. Xxxxxxx xxx their advisors met in Chicago, Illinois to further discuss major issues concerning the companies' relationship, including the price and terms of any sale of shares or tender offer. The Board of Directors of the Company, which had been advised by Mr. Xxxxxxx xx these discussions at two earlier meetings, met by telephone on January 11, 1996 and in person on January 16, 1996, in each case to receive presentations from management and outside financial and legal advisors, including special counsel to the Board, ask questions and review in more detail the terms of the possible collaboration, investment, tender offer and related matters. The parties continued to discuss issues and exchange drafts until final contracts were prepared for signature on January 31, 1996. On January 31, 1996, the Company's Board reviewed the terms of the Investment Agreement and the Ancillary Agreements with the Company's management and its financial and legal advisors. Merrxxx Xxxxx, Xxxxxx, Xxnnxx & Xmitx Xxxorporated, then delivered its opinion to the Company's Board of Directors dated January 31, 1996 that, as of such date, the Investment Agreement, the Ancillary Agreements and the transactions contemplated thereby, taken as a whole, were fair to the Company and its shareholders from a financial point of view. The Board then unanimously (i) approved the Investment Agreement and the Ancillary Documents; (ii) determined that the Investment Agreement, the Ancillary Documents and the transactions contemplated thereby, including the Offer, taken together, are fair to and in the best interests of the Company and its shareholders; and (iii) resolved to recommend the Offer to holders of shares of Class B Stock who desire an opportunity to sell all or a portion of their shares for cash at this time. Reference is made to the Company's Statement on Schedule 14D-9 for a description of the matters considered by the Board in connection with a potential transaction with Dealertrackits actions. 11.

Background of the Offer. Members As part of Parent’s management over time have reviewed and discussed business, operational their ongoing evaluation of business and strategic plans alternatives, Jxxxx Xxxx and the senior managers of the companies that he controls, on occasion with outside legal and financial advisors, have from time to enhance time evaluated strategic opportunities and complement Parent’s business units, including potential strategic partnerships, commercial opportunities, or other transactions with Dealertrack and other automotive industry companiesprospects for acquisitions across the optics industry. In June the course of their ongoing evaluation, they considered and reviewed Mxxxx. In March 2012, Jxxxx Xxxx met CEO Mx. Xxxxx Xxxxxxx and CFO Jxxx Xxxxxx of Mxxxx Instruments Corp. in Irvine, California. In May 2012, Mx. Xxxx visited the Company and spoke to CEO and CFO again. In July 2012, Mx. Xxxx attended Mxxxx'x Annual Shareholder Meeting. In December 2012, Mx. Xxxx engaged TxxxxXxxx Capital Partner as the buy-side advisor ("Financial Advisor" or "Advisor") to assist him. On January 11, 2013 Advisor contacted CFO Mx. Xxxxxx and had an initial call. CFO said it's the right time to discuss Mx. Xxxx'x interest with Mxxxx. On January 15, 2013, Xxxxxxx XxxxxxxxAdvisor had a follow up call with CFO and expressed client's interest to meet the management for discussion. On January 16, President 2013, Advisor received an NDA from CFO and set up a meeting for a face-to-face meeting in the following week. Both sides agreed the meeting would not discuss any confidential information while Mx. Xxxx'x legal counsel reviewed the NDA. On January 22, 2013, Mx. Xxxx and Advisor met CEO and CFO in Mxxxx'x office for an introductory meeting. CEO asked if they have any question about the NDA. Advisor said they would have some problem with the 3-year Standstill Provision. CEO replied that their board director who was their past legal counsel said whoever has problem with this NDA would be a party with a real interest in the Company. The meeting was friendly. CXX said he would be sending a letter to every party that expressed interest for a transaction including Mx. Xxxx. On January 23, 2013, Advisor received from CFO the letter instructing interested party to discuss their interest with the management by Feb 5, 2013 . On January 28, 2013, Advisor sent back the revised NDA redlined by Mx. Xxxx'x legal counsel. On January 29, 2013, Advisor received Mxxxx'x response to NDA comments of ParentMx. Xxxx'x legal counsel. The two sides agreed on most terms in the NDA including a 2-year Confidentiality, but could not agree to language regarding the Standstill provision . Between January 30 to Feb 5, the discussion continued. Advisor told CFO that Mx. Xxxx would make a clean equity deal offer to acquire all shares outstanding based on the timeline they set in the letter. Advisor also explained that Mx. Xxxx would base his offer solely on public information on Mxxxx. On February 5 and 6, 2013, Advisor kept CFO updated about the LOI drafting progress. On February 7, 2013, Advisor submitted an LOI in which Mx. Xxxx offered to acquire all shares outstanding for $1.95 per share in cash, representing 20% premium over the previous day's stock closing price, No Financing Contingency, 45-day exclusivity period with specified detail steps to ensure a fast close, and also to sign the Mxxxx'x version of NDA immediately upon Mx. Xxxx'x offer being accepted. On February 8, 2013, CFO sent a response letter written by their legal counsel thanking Mx. Xxxx X. X’Xxxxfor making the offer and said it's an encouraging large step forward in ongoing discussion although they couldn't agree to the exclusivity at the moment. On February 13, Chairman 2013, Advisor sent back the NDA in which Mx. Xxxx accepted all responses from Mxxxx'x legal counsel except wanting a shorter length of Standstill (6-month) and Chief Executive Officer a Fall-away provision to protect client's rights. On February 14, 2013, Mxxxx responded that they can accept a 9-month standstill duration as the company "has to go" in 9 months; but they wouldn't allow the "Fall-away" provision. Advisor responded that she is ok with a 9-month standstill but adamant on the "Fall-away" provision. On February 14, 2013, CFO said they would let the board discuss if the board would allow the "Fall-away" provision. On February 15, 2013, CFO left a message with Advisor stating the board agreed with the outside legal counsel not allowing the "Fall-away" provision. On February 15, 2013, Advisor asked for next step and a new timeline. CFO said they wanted every party to submit an offer by Wednesday February 20, 2013 and the board would discuss on Friday February 22, 2013. Also CFO said they might not accept a highest bid, but would require any party interested in the deal to submit some proof of Dealertrack met financial ability to pay. On February 20, 2013, Advisor sent an email to CFO stating that Mx. Xxxx would submit proof of fund availability. On February 21, 2013, Advisor resubmitted the offer with the same terms as those in the first LOI dated February 7, and together she submitted proof of fund availability for approximately $3.3M from Mx. Xxxx. On Friday February 22, 2013, CFO informed Advisor that the offer was not accepted and because Mx. Xxxx'x party didn't sign NDA, CFO wouldn't be able to talk to us anymore. Advisor immediately wrote an email to CEO and CFO stating that Mx. Xxxx would submit a revised offer in the following week. On February 28, 2013, Advisor submitted a revised offer of $2.50 per share (55% premium over the previous day's closing stock price) in cash to acquire all shares outstanding. CFO replied that the offer was not acceptable and they couldn't talk to us anymore. If anything changes in future, they would let us know. On April 23, 2013, Advisor was expecting Mxxxx would announce the M&A definitive agreement as it 53 days had elapsed since the Company went into exclusivity with another party. So Advisor reached out to the management via email asking how everything was going. That afternoon CFO called back and said they can talk to us now as the 45-day exclusivity period had ended and another one-week extension of exclusive period had also ended without an agreement with the other party. The Company would reach out to all interested parties again. Again, they wanted us to sign their version of the NDA and asked that the lawyers for both sides talk to discuss the industry generally issues. On April 25, 2013, Advisor talked to Mxxxx'x outside legal counsel briefly. On April 26, 2013, MIT's Counsel from Rxxxx Law Firm, the law firm retained by Mx. Xxxx, talked to Mxxxx'x legal counsel, but no resolution was reached. On May 1, 2013,Mx. Xxxx and possible partnership opportunitiesAdvisor flew to Irvine and had a lunch meeting with CEO and CFO. Advisor did a presentation introducing Mx. Xxxx'x education background, career background, current businesses, his plan about a business combination, areas of growth and improvement and Mx. Xxxx’x plans to reenergize the brand and nurture a young generation of consumers in emerging markets if such a combination takes place. On May 3, 2013, a conference call took place among Advisor, Rxxxx Law Firm, CEO, CFO, O'xxxx XXX, and a board of director (Mr. Mxxx Xxxxxxxx) discussing the Standstill and Fall-away provisions of the NDA again. Both sides explained their reasons but couldn't resolve the issue. During the course of that meetingcall, XxMx. Xxxxxxxx also inquired generally as Xxxx'x legal counsel asked if the board would take the highest bid, Mxxxx confirmed it's all about the valuation and they would take the highest bid. On May 7, 2013, CFO called and said we should submit an offer for board to Dealertrack’s interest discuss in a potential transaction at some future datethe next board meeting taking place on May 8, but the discussions concerning a transaction were not specific in nature and proceeded no further at that time2013. In January 2014early morning on May 8, following industry meetings at 2013, Advisor submitted the National Auto Dealers Association (“NADA”) conference3rd LOI of $3.50 per share, representatives providing 100% premium over the previous day's closing stock price. Other terms were the same as previously submitted LXXx. On May 9, 2013, Advisor had a follow up call with CFO. CFO asked if Mx. Xxxx would be ok with a 30-day exclusivity period. On Friday May 10 , 2013, Advisor sent an email to CFO confirming that Mx. Xxxx was fine with a 30-day Exclusivity period. On Monday May 13, 2013, the last day that any shareholder could submit a board nomination proposal for the Annual meeting originally scheduled for July 12, 2013, Mx. Xxxx'x wife, Zxxxx Xxxxxxx, submitted a shareholder proposal for Mx.Xxxx'x board of Parent’s various business units began discussions with representatives of Dealertrack’s business units to explore potential collaboration opportunities based on their respective product and service offerings. In April and May, 2014, members of Parent’s senior management team held several meetings to review strategic opportunities director nomination in the industrynext scheduled annual meeting. CFO called Advisor later that afternoon. Advisor explained to CFO that Mx. Xxxx'x intention for the nomination was to give some suggestions as a shareholder for areas of operational improvement such as Mxxxx'x customer online shopping experience and its outsourced e-commerce website if the Company was still public in July. CXX said that he would talk to CEO about these suggestions and that he had no negative feelings about the proposal. CFO also said they would have another board meeting on Thursday May 16, including 2013 to discuss our proposal and would let us know the possibility of strategic partnerships or a potential transaction involving Dealertrackresult after the board meeting. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offerings, representatives of Parent’s management determined to review potential valuation ranges with respect to a potential acquisition of Dealertrack. In July 2014, Xx. Xxxxxxxx and Xx. X’Xxxx again met in person. At this meeting, Xx. Xxxxxxxx made an unsolicited inquiry to Xx. X’Xxxx as to a possible transaction between the two companies. Xx. X’Xxxx responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation Advisor did not proceed to receive any specific proposalcommunication from the management on Thursday May 16, 2013. On August 11Friday May 17 , 20142013, XxMxxxx announced the definitive agreement and filed DEFA14A. The term was $3.45 per share, below what Mx.Xxxx had offered. Xxxxxxxx Around 3pm that day Advisor got a call from CEO and XxCFO together. X’Xxxx met at Dealertrack’s offices in Lake SuccessThey informed Advisor about the filing and said that the Company has working capital pressure and that as Mx. Xxxx had not signed NDA nor completed Due Diligence, New Yorkthe lower bid from JOC North America LLC was chosen. On May 30, 2013, Mxxxx filed its 10-K. On May 31, 2013, Mxxxx filed its preliminary proxy 14A. Also present at on May 31, 2013, Mxxxx announced that it had elected to change the meeting were Xxx Xxxxxxxxdate of its 2013 Annual Meeting of Stockholders, Xxxxxxxxxxx’s then Executive Vice Presidentoriginally scheduled for July 12, 2013. The new date of the 2013 Annual Meeting was set for October 15, 2013. Between June 1 and June 6, 2013, Advisor reviewed Mxxxx'x public filings of 10-k, DEFA14A, and Xxxxxx Xxxxxxx, Executive Vice President and Chief Financial Officer of ParentPREM14A. Advisor observed that the Company is indeed facing working capital pressure. The participants engaged Company had approximately $100,000 cash on its balance sheet as of April 30, 2013. As disclosed in a discussion about possible partnership opportunities between Mxxx'x recent 10-K (Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: Liquidity and Capital Resources), Mxxx is facing real working capital pressure and the two companiesCompany may cease operation and file bankruptcy before executing the proposed transaction which has an "Outside date" three months away on September 15, 2013. XxSome excerpts from the Company's recent 10-k: "Due to the Company’s declining revenues, recurring losses, limited liquidity and weakened financial position, the Company may not be able to operate long enough execute that planned transaction. Xxxxxxxx reiterated Xxxxxx" "Due to the lower net sales levels the Company is encountering, the Company expects to incur substantial losses during the period through the close of the transaction." "In addition, the Company has limited and decreasing working capital and is finding it increasingly difficult to operate normally. The Company’s general interest in potential avenues for collaborating with Dealertrack. On August 26net debt, 2014, Citi met with Xx. Xxxxxxx, and other members which consists of Parent’s and CEI senior management team to discuss preliminary valuation of Dealertrack and other transaction considerations. During September and October, 2014, representatives of Parent met at various times with management of Parent and CEI to present their findings and receive management feedback the net balance owed on the assumptions associated with Company’s credit facility less cash, was $92 thousand at February 28, 2013 compared to $371 thousand at April 30, 2013." "If the valuation models. In connection with such reviewCompany is not able to obtain additional capital, Parent (it may be unable to execute the planned transaction and Parent’s parentthe Company may then have to file bankruptcy and cease operations." Also disclosed in the Fairness Opinion, Xxx Enterprises, Inc. (“CEI”)) utilized the advisory services of BDT issued by Mxxxxxxx & Company, LLC (“BDT”), and Citigroup Global Markets, Inc. (“Citi”). BDT and Citi consulted with representatives of Parent in a review of publicly available information to prepare the framework for an analysis of valuation ranges of Dealertrack in November of 2014. On November 17, 2014, BDT met with Xx. Xxxxxxxx, Xx. Xxxxxxx, and other members of Xxxxxx’s and CEI senior management team to discuss the strategic considerations and preliminary valuation analysis Sxxxxxx in connection with the proposed and recommended transaction, the Company may be facing a potential transaction liquidity event before executing the Board recommended merger with DealertrackJOC North America LLC via a long-form proxy merger. Two excerpts from the Fairness Opinion: "Per Management, the Company's only available finance is an account receivable line of credit that is currently approximately $100,000 overdrawn."(as of April 30, 2013) "M&S has been advised by management that it is unlikely the Company will be in a positive cash flow position in the near future, and accordingly is facing a liquidity event." Furthermore, according to Company's PREM14A filing on May 31, 2013, some of directors and executive officers may have interests in the merger that are different from, or in addition to, Mxxxx’x stockholders. Excerpts from PREM14A:

Background of the Offer. Members PURPOSE OF THE OFFER AND THE MERGER; THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS BACKGROUND OF THE OFFER The following information was prepared by Parent and the Company. Information about the Company was provided by the Company, and neither Purchaser nor Parent takes any responsibility for the accuracy or completeness of any information regarding meetings or discussions in which Parent or its representatives did not participate. Parent continually explores and conducts discussions with regard to acquisitions and other strategic corporate transactions that are consistent with its corporate strategies. Xx. Xxxx X. Newman, Xxxxxx's Chairman of the Board, President and Chief Executive Officer, and Xx. Xxxxxxx X. Craven, the Company's President and Chief Executive Officer, are acquainted and have had periodic informal discussions over several years about their respective businesses and operations and the potential for strategic alliances. On an ongoing basis, the Company's Board of Directors evaluates the Company's financial performance against the Company's business plan and strategic alternatives. In October 1999, the Company announced that it had engaged Wachovia as its financial advisor to explore strategic alternatives to enhance shareholder value. In late 1999, following an indication of interest from a third party, the Company's Board of Directors authorized management to initiate discussions with the third party regarding a possible strategic transaction with the Company. These discussions were terminated in early 2000 after the Company and the third party were unable to negotiate a mutually acceptable transaction. In the early 2001, a third party contacted the Company about the possibility of a strategic transaction, but after preliminary discussions, the Company determined that the valuation range did not meet the expectations of the Company's Board of Directors and discussions were terminated in May 2001. In January 2002, another third party contacted the Company about a possible transaction, and after a preliminary meeting in February 2002 the Company's management proposed to the Company's Board of Directors that it consider launching a process for a strategic transaction. On March 21, 2002, the Company's Board of Directors approved a process for seeking and considering proposals for transactions involving the merger or sale of the entire Company, which process was to be managed by Wachovia. In connection with the sale process, Xxxxxxxx prepared a Confidential Information Memorandum in April 2002 and contacted 15 companies which Wachovia and the Company believed, based on a variety of factors, might be interested in acquiring the Company. Wachovia delivered copies of the Confidential Information Memorandum to eight of these companies, including Parent’s , that expressed an interest in receiving it. On April 17, 2002, Xxxxxx was contacted by Xxxxxxxx in connection with this process and on April 24, 2002, Parent and the Company executed a confidentiality agreement in order to facilitate the disclosure of confidential business information for the purpose of evaluating the acquisition of the Company. For a summary of certain provisions of the confidentiality agreement, see below in this Section 11. Of the parties contacted by Wachovia in connection with the process, three companies, including Parent, expressed interest in submitting bids to acquire the Company in May 2002. Prior to conducting due diligence, on May 20, 2002, Parent submitted a non-binding, preliminary indication of interest to the Company at a range between $4.00 and $5.00 per Share, subject to satisfactory due diligence, Parent Board approval and other customary conditions. The three prospective bidders were provided with access to the Company's senior management over time have reviewed during May and discussed June 2002 for a detailed presentation regarding the Company's business and operations. In late May 2002 the Company established a data room containing certain business, operational and strategic plans financial information in order to enhance make those materials available to any party interested in the Company. On May 28, 2002 representatives of Parent attended a presentation by the Company's management with respect to its business and complement Parent’s business units, including potential strategic partnerships, commercial opportunities, or other transactions with Dealertrack and other automotive industry companiesoperations. In June 20132002, based on the expressed interest of several potential bidders during the process, the Company's management requested that Xxxxxxxx explore the possible separate sale of certain of the Company's business units. On June 27, 2002, the Company's Board of Directors authorized Xxxxxxxx to contact an additional five potential strategic buyers regarding a sale of the entire Company and to contact three potential buyers regarding a separate sale of certain of the Company's business units. Wachovia contacted these potential buyers, distributing one additional Confidential Information Memorandum regarding the sale of the entire Company. None of the potential buyers of any of the Company's business units expressed interest in a separate purchase of a business unit. The Company also responded to a previously unidentified potential buyer of a business unit in July 2002. Parent did not ultimately submit a final bid to acquire the Company as it was primarily engaged in exploring the possibility of another acquisition. In August 2002, due to the lack of formal offers to acquire the entire Company, the Company's Board of Directors decided to terminate the process of exploring a sale for the Company. Throughout the summer of 2002, Xxxxxx continued to explore the possibility of another acquisition. On September 19, 2002, a representative of Bear Xxxxxxx Xxxxxxxxcontacted Xx. Xxxxxx to inquire whether the Company was still interested in exploring a negotiated transaction and expressed its view that Parent might be interested in a possible acquisition of the Company. Xx. Xxxxxx offered to provide certain additional financial information, including updated forecasts with respect to certain programs, to Parent and its representatives. On September 20, 2002, Xx. Xxxxxx and Xx. Xxxxxx discussed, by telephone, the possibility of an acquisition of the Company by Parent. Xx. Xxxxxx noted his expectation that Xxxxxx's valuation should be at the high end of the range indicated in Parent's May 20, 2002 preliminary indication of interest. Xx. Xxxxxx indicated that Parent might be willing to affirm its valuation of the Company if it were able to confirm certain assumptions during due diligence. Beginning on or about September 30, 2002, Parent conducted two weeks of due diligence. On September 24, 2002, Xx. Xxxxxx and Xx. Xxxxx X. Clifford, Vice President of Mergers and Acquisitions of the Company, met at Parent's facilities and discussed Parent's valuation of the Company with Xx. Xxxxxx and other representatives of Parent's management team. The parties discussed an acquisition of the Company utilizing cash and stock alternatives within a range of $4.00-$5.00 per Share. More specifically, Xx. Xxxxxx indicated that he would be prepared to recommend an acquisition price of either $4.50 per Share in cash or $5.00 per Share in Parent common stock subject to a so-called "collar" arrangement with respect to the trading range of Parent's common stock. Over the next two weeks, representatives of Parent and the Company's management teams held several meetings to discuss the proposed acquisition and certain operational issues. On September 26, 2002, the Company's Board of Directors met with the Company's management, Xxxxxxxx and a representative of its outside legal counsel, Holland & Knight LLP ("Holland & Knight"), to discuss these proposals from Parent. Wachovia reviewed with the Board the terms of the proposals and the valuation methodologies it expected to use in evaluating the consideration to be received under the proposals. Holland & Xxxxxx discussed with the Board its fiduciary responsibilities in connection with the proposals. The Board engaged in a detailed discussion regarding the proposals and authorized management and its advisors to continue to negotiate with Parent with respect to the proposals, and Xxxx X. X’Xxxxshortly thereafter, Chairman Xx. Xxxxxx indicated to Parent that a proposal involving the use of Parent common stock would be preferable. On October 2, 2002, Xxxxxx's counsel delivered drafts of the Merger Agreement and Chief Executive Officer Shareholder Tender and Voting Agreements to the Company's counsel. Over the next several weeks, counsel engaged in discussions regarding the terms of Dealertrack the Merger Agreement. On October 3, 2002 and October 9, 2002, the Company's Board of Directors met to discuss the industry generally status of the negotiations with Parent. At each meeting the Board discussed with its legal advisors and possible partnership opportunitiesXxxxxxxx the terms and structure of the proposed transaction and the importance of a price protection floor with respect to Parent's common stock below which either the consideration received by the Company's shareholders would be converted to cash or the Company would have a right to terminate the Merger Agreement. After lengthy discussion at each meeting, the Board authorized continued negotiations with Parent. During October 2002, coincident with a decrease in the course stock prices of defense companies generally, Parent common stock began trading at a range that meetingwas below the collar proposed to the Company. Accordingly, Xx. Xxxxxxxx also inquired generally as to Dealertrack’s interest in a potential transaction at some future date, but the discussions concerning a transaction were not specific in nature and proceeded no further at that time. In January 2014, following industry meetings at the National Auto Dealers Association (“NADA”) conference, representatives of Parent’s various business units began discussions with representatives of Dealertrack’s business units to explore potential collaboration opportunities based on their respective product and service offerings. In April and May, 2014, members of Parent’s senior management team held several meetings to review strategic opportunities in the industry, including the possibility of strategic partnerships or a potential transaction involving Dealertrack. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offerings, representatives of Parent’s management determined to review potential valuation ranges with respect to a potential acquisition of Dealertrack. In July 2014, Xx. Xxxxxxxx Xxxxxx and Xx. X’Xxxx again met in person. At this meeting, Xx. Xxxxxxxx made an unsolicited inquiry Xxxxxx concluded that it would be preferable for both parties to Xx. X’Xxxx as to a possible transaction between the two companies. Xx. X’Xxxx responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation did not proceed to any specific proposal. On August 11, 2014, Xx. Xxxxxxxx and Xx. X’Xxxx met at Dealertrack’s offices in Lake Success, New York. Also present at the meeting were Xxx Xxxxxxxx, Xxxxxxxxxxx’s then Executive Vice President, and Xxxxxx Xxxxxxx, Executive Vice President and Chief Financial Officer of Parent. The participants engaged in a discussion about possible partnership opportunities between the two companies. Xx. Xxxxxxxx reiterated Xxxxxx’s general interest in potential avenues for collaborating with Dealertrack. On August 26, 2014, Citi met with Xx. Xxxxxxx, and other members of Parent’s and CEI senior management team to discuss preliminary valuation of Dealertrack and other transaction considerations. During September and October, 2014, representatives of Parent met at various times with management of Parent and CEI to present their findings and receive management feedback on the assumptions associated with basis of an all-cash deal. They concluded that each would recommend to their respective Board of Directors the valuation modelsacquisition of the Company for cash at a price of $4.75 per Share. In connection with such review, Parent (and Parent’s parent, Xxx Enterprises, Inc. (“CEI”)) utilized agreeing to recommend the advisory services of BDT & Company, LLC (“BDT”), and Citigroup Global Markets, Inc. (“Citi”). BDT and Citi consulted with representatives of Parent in a review of publicly available information to prepare the framework for an analysis of valuation ranges of Dealertrack in November of 2014. On November 17, 2014, BDT met with Xx. Xxxxxxxxcash alternative, Xx. XxxxxxxXxxxxx required that Xx. Xxxxxx use his best efforts to provide for the rescission of certain severance payments which would otherwise have been payable to Messrs. Xxxxxx, Xxxxxxx X. XxXxxxxx, President of Paravant Computer Systems, Inc., a subsidiary of the Company, and other members Xxxxxxx X. Xxxxx, the Company's Chairman. On October 17, 2002, the Board of Xxxxxx’s Directors of Parent held a meeting at which they discussed a number of factors concerning the potential acquisition of the Company and CEI senior management team considered certain business, operational and financial information concerning the Company. At the meeting, representatives of Bear Xxxxxxx made a detailed presentation to discuss the strategic considerations Board of Directors concerning the preliminary financial analysis of the Company and certain synergies that could result from an acquisition. Xxxx Xxxxxxx responded to inquiries from the Board of Directors as to specific aspects of their review and the remaining analysis that Bear Xxxxxxx was still undertaking. On October 17, 2002, the Company's Board of Directors held a special meeting at which representatives of Xxxxxxxx gave a detailed preliminary presentation regarding valuation, valuation analysis methodology, comparable transactions, and the factors considered in connection with its rendering of a potential fairness opinion. In addition, a representative of Holland & Knight, the Company's legal counsel, reviewed with the Board in detail the main legal principles, including the Board's fiduciary duties, applicable to the proposed Merger Agreement, the Merger, and the Board's recommendation that the shareholders of the Company accept the Offer. The Board authorized management to negotiate a definitive agreement with Parent and present the same to the Board as soon as it was available. On October 22, 2002, the Company's Board of Directors held a special meeting at which representatives of Wachovia and Holland & Knight reviewed in detail the principal terms of the proposed Merger Agreement and related agreements. Representatives of Xxxxxxxx then delivered its oral opinion to the Board of Directors, confirmed in writing as of October 21, 2002, that, based upon and subject to various considerations, as of October 21, 2002, the Offer Price proposed to be paid in the Offer and the Merger is fair, from a financial point of view, to the holders of Shares. After further deliberation, the Company's Board of Directors unanimously determined that each of the Offer, the Merger Agreement and the Merger are advisable and fair to, and in the best interests of the Company and its shareholders; approved the Offer, the Merger Agreement, the transactions contemplated thereby, including the Merger and the Shareholder Tender and Voting Agreements; and resolved to recommend that shareholders of the Company accept the Offer and tender their Shares pursuant to the Offer, and vote in favor of adoption and approval of the Merger Agreement and approval of the Merger (if such approval would be required by applicable law). On October 22, 2002, the Board of Directors of Parent held a special meeting at which representatives of Bear Xxxxxxx delivered an oral opinion to the Board of Directors, confirmed in writing as of October 22, 2002, that, based upon and subject to the various considerations, assumptions and conditions contained in its opinion, the purchase price paid in the Offer and Merger is fair, from a financial point of view, to Parent. After further discussion and deliberation, the Parent's Board of Directors unanimously determined that each of the Offer, the Merger Agreement, the Shareholder Tender and Voting Agreements and the Merger are advisable and fair to, and in the best interests of Parent; and approved the Offer, the Merger Agreement, and the transactions contemplated thereby, including the Merger. Following final negotiations over the terms of the Merger Agreement, the Merger Agreement was executed on October 23, 2002 and on October 24, 2002 the execution of the Merger Agreement was announced in separate press releases by the Company and Parent. PURPOSE OF THE OFFER AND THE MERGER The purpose of the Offer, the Merger and the Merger Agreement is to enable Parent to acquire control of, and the entire equity interest in, the Company. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected. The purpose of the Merger is to acquire all outstanding Shares not purchased pursuant to the Offer. The transaction is structured as a merger in order to ensure the acquisition by Parent of all the outstanding Shares. If the Merger is consummated, Parent will have acquired 100% of the common equity interest in the Company and Parent would be entitled to all benefits resulting from that interest. These benefits include complete management with Dealertrackregard to the future conduct of the Company's business and any increase in its value. Similarly, Parent will also bear the risk of any losses incurred in the operation of the Company and any decrease in the value of the Company. Shareholders of the Company who sell their Shares in the Offer will cease to have any equity interest in the Company and to participate in its earnings and any future growth. If the Merger is consummated, the shareholders will no longer have an equity interest in the Company and instead will have only the right to receive cash consideration pursuant to the Merger Agreement. See Section 12 -- "Plans for the Company." Similarly, the shareholders of the Company will not bear the risk of any decrease in the value of the Company after selling their Shares in the Offer or the subsequent Merger. The primary benefits of the Offer and the Merger to the shareholders of the Company are that such shareholders are being afforded an opportunity to sell all of their Shares for cash at a price which represents a premium of approximately 31.9% over the closing market price of the Common Stock on the last full trading day prior to the public announcement that the Company, Parent and Purchaser executed the Merger Agreement, and a more substantial premium over recent historical trading prices. Under the FBCA, holders of the Shares do not have the right to assert dissenters' rights as a result of the Offer or the Merger.

Background of the Offer. Members Information in this section regarding telephone conversations, meetings and other contacts or activities that did not involve Parent, Purchaser or representatives of Parent or Purchaser has been furnished by the Company. BFLP, an indirect subsidiary of Parent, owns and offers BLAW, a real-time legal research solution that integrates search technology, comprehensive legal content, company and client information, and proprietary news-in one interface. BLAW is BFLP’s entry into the multi-billion-dollar legal information industry. BFLP from time to time evaluates the possibility of acquisitions that would complement or provide content to the BLAW product. In September 2010, members of BLP management met with Company executives at their offices. BLP and the Company each shared background information about the respective companies and products and the parties briefly discussed whether a licensing or strategic partnership arrangement might be possible. In December 2010, BLAW executives met with Company executives at their offices. The Company presented an overview of their products and the parties discussed how a licensing arrangement for BLAW might work; no agreement was reached. On May 7, 2011, Evercore Partners, the financial advisor to the Company (“Evercore”) contacted senior management of BLP regarding BLP’s interest in participating in an auction for the Company. On May 11, 2011, BLP and the Company signed a Confidentiality Agreement, and Evercore provided BLP with a Confidential Information Memorandum, dated May 2011. By letter, dated May 17, 2011, Evercore requested that participants in the process for the sale of the Company submit preliminary, non-binding proposals to acquire the Company in writing to Evercore by June 7, 2011. On June 3, 2011, BLP management held a preliminary due diligence call with the Company’s management and asked questions about information in the Company’s Confidential Information Memorandum, dated May 2011. 25 Table of Contents On June 7, 2011, BLP submitted a preliminary indication of interest for an acquisition of the Company at an aggregate price of $750 million to $850 million, or $30 to $33 per Share based on 25.4 million Shares outstanding as of April 24, 2011. The indication of interest provided that it was based on certain assumptions and was subject to BLP’s further due diligence, the negotiation and execution of mutually acceptable definitive agreements and the approval of Parent’s board of directors. The indication of interest provided that the acquisition would be funded with cash on hand. On June 16, 2011, BLP was granted access to a virtual data room to conduct due diligence on the Company. On June 30, 2011, members of BLP’s management over time have reviewed and discussed businessattended meetings with the Company’s management in Arlington, operational and strategic plans to enhance and complement Parent’s business unitsVA. During these meetings, the Company provided BLP with due diligence information, including potential strategic partnershipsa review of the Company’s strategy, commercial opportunitiesoperations and financial performance. By letter, or other transactions with Dealertrack and other automotive industry companies. In June 2013dated July 13, Xxxxxxx Xxxxxxxx2011, President Evercore requested that participants in the process for the sale of Parentthe Company submit firm offers for the acquisition of the Company by August 12, and Xxxx X. X’Xxxx2011, Chairman and Chief Executive Officer of Dealertrack met which date was extended to discuss the industry generally and possible partnership opportunitiesAugust 16, 2011 by letter dated August 5, 2011. During the course period between June 7, 2011 and August 23, 2011, Parent and its advisors continued their due diligence investigation of the Company, including by holding conference calls and in person meetings with the Company and its representatives, and senior management of BLP and senior members of BNA continued to discuss aspects of a potential transaction. On August 16, 2011, Xxxxxx submitted a written proposal for the acquisition of all of the equity of the Company, including a markup of the proposed form of the Merger Agreement and the related schedules. The proposal indicated that meetingan all-cash price for 100% of the issued and outstanding Shares would be submitted on Friday, XxAugust 19, 2011, and that Parent anticipated that all required approvals, other than regulatory approvals, would be obtained by such date. Xxxxxxxx also inquired generally as The written proposal indicated that it was not subject to Dealertracka financing contingency and that Parent planned to fund the transaction through existing cash and credit facilities. On August 17, 2011, counsel to the Company discussed the Company’s interest in material issues with the markup of the Merger Agreement submitted by Parent. On August 15 and 16, 2011, senior management of BLP met with senior management of the Company. In August 2011, members of the board of directors of Parent were informally provided with background on the transaction being contemplated. On August 17, 2011 a memorandum summarizing the Company and the transaction was provided to Parent’s board of directors. At a meeting of Parent’s board of directors on August 19, 2001, Xxxxxx’s board of directors authorized Parent management to proceed with an offer for the Company at a price to be determined by a committee of the board of directors. That afternoon, Xxxxxx informed the Company that while Xxxxxx was willing to proceed with a transaction at a value of at least $35.00 per Share that Parent was not prepared to submit a price at such time and that the Company should indicate the price at which the Company was willing to enter into a transaction. Although the Company did not indicate a price at which it was willing to enter into a transaction, the Company and Parent agreed to continue negotiating the terms of a transaction. Over the weekend of August 20 and 21, 2011 representatives of Parent and the Company negotiated the terms of a potential transaction at some future date, but and the discussions concerning a transaction were not specific in nature and proceeded no further at that time. In January 2014, following industry meetings at the National Auto Dealers Association (“NADA”) conference, representatives of Parent’s various business units began discussions with representatives of Dealertrack’s business units to explore potential collaboration opportunities based on their respective product and service offerings. In April and May, 2014, members of Parent’s senior management team held several meetings to review strategic opportunities in the industry, including the possibility of strategic partnerships or a potential transaction involving Dealertrack. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offerings, representatives of Parent’s management determined to review potential valuation ranges with respect to a potential acquisition of Dealertrack. In July 2014, Xx. Xxxxxxxx and Xx. X’Xxxx again met in person. At this meeting, Xx. Xxxxxxxx made an unsolicited inquiry to Xx. X’Xxxx as to a possible transaction between the two companies. Xx. X’Xxxx responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation did not proceed to any specific proposalMerger Agreement. On August 1122, 20142011, Xxfollowing further discussions between representatives of the Company and Parent, a committee of the board of directors of Parent approved an offer price of $39.50 per Share subject to certain conditions. Xxxxxxxx During the evening of August 22, 2011, Parent communicated to the Company that it would be willing to proceed with a price of $39.50 per Share, subject to (i) the Company not paying any additional dividends prior to the closing of the Merger, (ii) the Company accepting Parent’s requests for a “break-up fee” in an amount equal to four percent of the aggregate Offer Price and Xx. X’Xxxx met at Dealertrack’s offices in Lake Success“fiduciary out” provisions proposed by Parent on Sunday, New York. Also present at the meeting were Xxx XxxxxxxxAugust 21, Xxxxxxxxxxx’s then Executive Vice President2011, (iii) a period of exclusive negotiation, and Xxxxxx Xxxxxxx(iv) prompt execution of the Merger Agreement. Representatives of Parent and the Company negotiated the terms of the proposal through the morning of August 23, Executive Vice President and Chief Financial Officer of Parent. The participants engaged in a discussion about possible partnership opportunities between the two companies. Xx. Xxxxxxxx reiterated Xxxxxx’s general interest in potential avenues for collaborating with Dealertrack2011. On August 2623, 20142011, Citi met with XxXxxxxx submitted a written proposal for the acquisition of all of the equity of the Company, at a best and final price of $39.50 per Share, subject to an agreement that if the conditions to the 26 Table of Contents tender offer were not satisfied by September 30, 2011, Xxxxxx would consent to the payment of a dividend to the Company’s shareholders prior to closing. XxxxxxxThe proposal indicated that the Offer Price was fully financed and not subject to a financing condition, and that all required approvals, other members than regulatory approvals, had been obtained. That evening, the parties entered into an agreement pursuant to which the Company agreed to negotiate exclusively with Parent, until it provided Parent with notice to the contrary, which notice would not be effective on or prior to August 24, 2011. On August 23 and 24, 2011 the parties completed their negotiation of the Merger Agreement and schedules thereto. Late in the evening on August 24, 2011, following the approval by the Company Board of Directors of the Merger Agreement and the transactions contemplated thereby, Parent’s , Purchaser and CEI senior management team to discuss preliminary valuation of Dealertrack the Company executed and other delivered the Merger Agreement. A joint press release announcing the transaction considerations. During September and October, 2014, representatives of Parent met at various times with management of Parent and CEI to present their findings and receive management feedback was issued on the assumptions associated with the valuation models. In connection with such reviewmorning of August 25, Parent (and Parent’s parent, Xxx Enterprises, Inc. (“CEI”)) utilized the advisory services of BDT & Company, LLC (“BDT”), and Citigroup Global Markets, Inc. (“Citi”). BDT and Citi consulted with representatives of Parent in a review of publicly available information to prepare the framework for an analysis of valuation ranges of Dealertrack in November of 2014. On November 17, 2014, BDT met with Xx. Xxxxxxxx, Xx. Xxxxxxx, and other members of Xxxxxx’s and CEI senior management team to discuss the strategic considerations and preliminary valuation analysis in connection with a potential transaction with Dealertrack2011.