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
