DealerTrack Holdings, Inc. Sample Contracts

AMONG
Stockholders' Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • Delaware
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BY AND AMONG
Asset Purchase Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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EXECUTION VERSION ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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EXHIBIT 4.3 FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 19, 2003
Registration Rights Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • New York
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AMENDMENT NO. 1
Stockholders' Agreement • July 28th, 2005 • DealerTrack Holdings, Inc.
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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
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Exhibit 1.1 DEALERTRACK HOLDINGS, INC. ___________ Shares of Common Stock, Par Value $0.01 Per Share Underwriting Agreement
DealerTrack Holdings, Inc. • December 8th, 2005 • Services-computer integrated systems design • New York
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EXHIBIT 10.1 CREDIT AGREEMENT
Credit Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • New York
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RECITALS
License Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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RECITALS
Non-Competition Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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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
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WARRANT TO PURCHASE SHARES OF COMMON STOCK of TRUECAR INC. Dated as of October 1, 2011 Void after the date specified in Section 8
DealerTrack Holdings, Inc. • October 6th, 2011 • 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”).

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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
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EXHIBIT 10.2 GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • July 28th, 2005 • DealerTrack Holdings, Inc. • New York
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DEALERTRACK TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT
Indemnification 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.

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EXHIBIT 10.11 DEALERTRACK.COM, INC. STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT DATED AS OF FEBRUARY 1, 2001
Subscription and Exchange Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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Senior Executive EMPLOYMENT AGREEMENT
Senior 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.

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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
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DEALERTRACK LENDER AGREEMENT (WFS Financial. Inc.)
Dealertrack Lender Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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E-CONTRACTING APPLICATION SERVICE PROVIDER CONTRACT
Asp Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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DATE: February 29, 2012
Letter Agreement • 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.

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EMPLOYMENT AGREEMENT
Employment 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.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
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”).

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DealerTrack Holdings, Inc. Performance Stock Unit Agreement
Performance 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.”

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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”)
Letter Agreement • 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.

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CREDIT AGREEMENT among DEALERTRACK HOLDINGS, INC. and DEALERTRACK CANADA, INC., as Borrowers, The Several Lenders from Time to Time Parties Hereto, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative...
Credit Agreement • April 26th, 2011 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York

Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 27 1.3 Accounting Principles 28 1.4 Currency Translation 28 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 29 2.1 Revolving Commitments 29 2.2 Procedure for Revolving Loan Borrowing. 29 2.3 Swingline Commitment 30 2.4 Procedure for Swingline Borrowing; Refunding of Swingline Loans 30 2.5 Commitment Fees, etc. 31 2.6 Termination or Reduction of Revolving Commitments. 31 2.7 Optional Prepayments 32 2.8 Conversion and Continuation Options 32 2.9 Limitations on Eurodollar Tranches and CDOR Rate Tranches 33 2.10 Interest Rates and Payment Dates 33 2.11 Computation of Interest and Fees 34 2.12 Inability to Determine Interest Rate 34 2.13 Pro Rata Treatment and Payments 35 2.14 Requirements of Law 36 2.15 Taxes 38 2.16 Indemnity. 41 2.17 Change of Lending Office. 41 2.18 Replacement of Lenders 41 2.19 Defaulting Lenders. 42 2.20 Incremental Facilities 43 2.21 Foreign Exchange Rate 44 SECTION 3. LETTERS OF CREDIT 4

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DEALERTRACK HOLDINGS, INC. 10,000,000 Shares of Common Stock, Par Value $0.01 Per Share Underwriting Agreement
DealerTrack Holdings, Inc. • October 10th, 2006 • 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

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TO: DealerTrack Holdings, Inc. ATTENTION: President and Chief Executive Officer TELEPHONE: 516-734-3700 FACSIMILE: 516-300-8003 FROM: JPMorgan Chase Bank, National Association London EC4Y 0JP England SUBJECT: Additional Warrant Transaction
Letter Agreement • 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 Master Agreement specified below.

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Dealertrack Technologies, Inc.
Dealertrack Technologies, Inc • June 26th, 2015 • 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

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DEALERTRACK HOLDINGS, INC. [ ] Shares of Common Stock, Par Value $0.01 Per Share Underwriting Agreement
Underwriting 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

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AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

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AND
Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • Delaware
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AGREEMENT AND PLAN OF MERGER by and among COX AUTOMOTIVE, INC., RUNWAY ACQUISTION CO., and DEALERTRACK TECHNOLOGIES, INC. dated as of June 12, 2015
Agreement and Plan of Merger • 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”).

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AMENDED AND RESTATED SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
Senior 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.

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EXHIBIT 10.8 MASTER AGREEMENT FOR CONSULTING SERVICES DEALERTRACK AGREEMENT NO. 00005 This Master Agreement for Consulting Services ("Agreement") is made as of the 1st day of February, 2001, and is entered into by DealerTrack.com, Inc....
Master Agreement • September 22nd, 2005 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
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