AMONGStockholders' Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • Delaware
BY AND AMONGAsset Purchase Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
EXHIBIT 4.3 FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 19, 2003Registration Rights Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • New York
AMENDMENT NO. 1Stockholders' Agreement • July 28th, 2005 • DealerTrack Holdings, Inc.
Execution Version STOCK PURCHASE AGREEMENT by and between DEALERTRACK HOLDINGS, INC.,Stock Purchase Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • New York
Exhibit 1.1 DEALERTRACK HOLDINGS, INC. ___________ Shares of Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • December 8th, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
RECITALSNon-Competition Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
RECITALSLicense Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
EXHIBIT 10.3 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this "Agreement"), dated as of March 19, 2003 (the "Effective Date"), is made by and among DealerTrack Holdings, Inc. ("DealerTrack"), Credit Online, Inc. ("COL"),...Transition Services Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
WARRANT TO PURCHASE SHARES OF COMMON STOCK of TRUECAR INC. Dated as of October 1, 2011 Void after the date specified in Section 8Warrant Agreement • October 6th, 2011 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • Delaware
THIS CERTIFIES THAT, for value received, DealerTrack Data Services, Inc., or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TrueCar, Inc., a Delaware corporation (the “Company”), shares of the Company’s Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Agreement and Plan of Merger dated as of August 19, 2011, by and among the Company, the Holder and certain other parties, as may be amended from time to time (the “Agreement”).
ANDService Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • Delaware
EXHIBIT 10.5 FIRST AMENDMENT TO JOINT MARKETING AGREEMENT This First Amendment ("Amendment One") to the Joint Marketing Agreement ("JMA") among DealerTrack Holdings, Inc. ("Parent"), DealerTrack, Inc. ("DT"), Credit Online, Inc., ("COL") and First...Joint Marketing Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
CREDIT AGREEMENT among DEALERTRACK TECHNOLOGIES, INC. and DEALERTRACK CANADA, INC., as Borrowers, The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC and WELLS FARGO BANK, N.A., as Co-Syndication Agents, Bank of America, N.A., as...Credit Agreement • March 4th, 2014 • Dealertrack Technologies, Inc • Services-computer integrated systems design • New York
EXHIBIT 10.2 GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • New York
DEALERTRACK TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2015 • Dealertrack Technologies, Inc • Services-computer integrated systems design • Delaware
This Indemnification Agreement (“Agreement”) by and between DEALERTRACK TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”), is dated as of the date hereof.
Senior Executive EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • November 18th, 2014 • Dealertrack Technologies, Inc • Services-computer integrated systems design • New York
This Senior Executive Employment Agreement (the “Agreement”) is entered into as of this 18th day of December, 2013 by and between Rick Gibbs (“Executive”) and Dealertrack Technologies, Inc, a Delaware corporation (“Employer”) with principal offices at 1111 Marcus Avenue, Suite M04, Lake Success, NY 11042.
EXHIBIT 10.5 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This Senior Executive Employment Agreement (the "Agreement") is entered into as of this 26th day of May, 2005 (the "Effective Date") by and between David Trinder ("Executive") and DealerTrack...Senior Executive Employment Agreement • May 12th, 2006 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
DEALERTRACK HOLDINGS, INC. 10,000,000 Shares of Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • October 10th, 2006 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
DealerTrack Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,750,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and the stockholders of the Company listed in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 7,250,000 shares of the Common Stock. In addition, certain of the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 1,500,000 additional shares of the Common Stock on the terms set forth in Section 2. The aggregate of 10,000,000 shares of the Common Stock to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of 1,500,000 additional shares of the Common Stock to be sold by certain of the
DEALERTRACK LENDER AGREEMENT (WFS Financial. Inc.)Lender Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
DATE: February 29, 2012Additional Bond Hedge Transaction • March 6th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association (“Dealer”) and DealerTrack Holdings, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2007 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the “Agreement”) is entered into as of this 26th day of April, 2007 (the “Effective Date”) by and among Richard Holland (“Employee”), Arkona, Inc. (“Employer”) and DA Acquisition Corp., a Delaware corporation (“MergerSub”), a subsidiary of DealerTrack Holdings, Inc., a Delaware corporation (“Parent”). This Agreement shall become effective on the date (the “Effective Date”) that the merger of MergerSub with and into Employer becomes effective pursuant to the terms of the Agreement and Plan of Merger by and among the Parent, MergerSub and Employer dated as of April 26, 2007 (including exhibits attached thereto, the “Merger Agreement”) and shall be of no force or effect if the Merger Agreement is terminated in accordance with its terms.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 24th, 2009 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made this 31st day of December, 2008 between DealerTrack Holdings, Inc. a Delaware corporation (the “Company”), and Eric D. Jacobs, (“Executive”).
DealerTrack Lender Agreement (Wells Fargo Bank, N.A.)Lender Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
DealerTrack Holdings, Inc. Performance Stock Unit AgreementPerformance Stock Unit Agreement • March 15th, 2010 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT, dated ____________, 2010 (the “Award Date”), is made between DealerTrack Holdings, Inc., a Delaware corporation hereinafter referred to as the “Company,” and ______________, an employee of the Company or a Subsidiary of the Company, hereinafter referred to as the “Participant.”
EXHIBIT 10.11 DEALERTRACK.COM, INC. STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT DATED AS OF FEBRUARY 1, 2001Stock Subscription and Exchange Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
DATE: February 28, 2012 TO: DealerTrack Holdings, Inc. ATTENTION: President and Chief Executive Officer TELEPHONE: 516-734-3700 FACSIMILE: 516-300-8003 FROM: WELLS FARGO SECURITIES, LLC (“Agent”)Base Warrant Transaction • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Wells Fargo Bank, National Association (“Dealer”), through its agent Wells Fargo Securities, LLC (the “Agent”), and DealerTrack Holdings, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below.
Dealertrack Technologies, Inc.Confidentiality Agreement • June 26th, 2015 • Dealertrack Technologies, Inc • Services-computer integrated systems design • Delaware
In order to evaluate a possible transaction (the “Proposed Transaction”) between Dealertrack Technologies, Inc. (“Company A”) and Cox Automotive, Inc. (“Company B”), each may disclose and deliver to the other party, upon execution and delivery by Company A and Company B of this letter agreement, certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being “Disclosing Party” and such party when receiving such information being the “Receiving Party”). All such information furnished by the Disclosing Party or its Representatives (as defined below) in connection with the Proposed Transaction, whether furnished before or after the date hereof, whether oral, electronic or written, and regardless of the manner or form in which it is furnished, is referred to in this letter agreement as “Evaluation Material”. Evaluation Material also includes all notes, analyses, compilations, studies, forecasts, interpretations or
DEALERTRACK HOLDINGS, INC. [ ] Shares of Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • September 25th, 2006 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
DealerTrack Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [ ] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and the stockholders of the Company listed in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of [ ] shares of the Common Stock. In addition, the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of [ ] additional shares of the Common Stock on the terms set forth in Section 2. The aggregate of [ ] shares of the Common Stock to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of [ ] additional shares of the Common Stock to be sold by the Selling Stockholders at the Underwriters’ option is
AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 24th, 2010 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made this 3rd day of November, 2009 between DealerTrack Holdings, Inc. a Delaware corporation (the “Company”), and Rick G. Von Pusch, (“Executive”).
DEALERTRACK HOLDINGS, INC. 4,500,000 Shares of Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • October 23rd, 2007 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
DealerTrack Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and Credit Management Solutions, Inc., a wholly owned subsidiary of First Advantage Corporation, a Delaware corporation (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 2,500,000 shares of the Common Stock. In addition, the Company and the Selling Stockholder propose to grant to the Underwriters options to purchase up to an aggregate of 675,000 additional shares of the Common Stock on the terms set forth in Section 2. The aggregate of 4,500,000 shares of the Common Stock to be sold by the Company and the Selling Stockholder is herein called the “Underwritten Shares” and the aggregate of 675,000 additional sh
AGREEMENT AND PLAN OF MERGER by and among COX AUTOMOTIVE, INC., RUNWAY ACQUISTION CO., and DEALERTRACK TECHNOLOGIES, INC. dated as of June 12, 2015Merger Agreement • June 15th, 2015 • Dealertrack Technologies, Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2015 (this “Agreement”), is made by and among Cox Automotive, Inc., a Delaware corporation (“Parent”), Runway Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Dealertrack Technologies, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • August 9th, 2007 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
This Amended and Restated Senior Executive Employment Agreement (the “Agreement”) is entered into as of this 8th day of August, 2007 (the “Effective Date”) by and between Eric D. Jacobs (“Executive”) and DealerTrack Holdings, Inc, a Delaware corporation (“Employer”) with principal offices at 1111 Marcus Avenue, Suite M04, Lake Success, NY 11042.
DealerTrack Holdings, Inc. 1.50% Senior Convertible Notes due 2017 PURCHASE AGREEMENTPurchase Agreement • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
AMENDED AND RESTATED SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • August 9th, 2007 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • California
This Amended and Restated Senior Executive Employment Agreement (the “Agreement”) is entered into as of this 8th day of August, 2007 (the “Effective Date”) by and between John A. Blair (“Executive”) and Automotive Lease Guide (alg), Inc., a Delaware corporation (“Employer”) with principal offices at 3760 State Street, Suite 200, Santa Barbara, CA, 93105.
