Underwriting AgreementUnderwriting Agreement • May 5th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • New York
TrueCar, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, par value $0.0001 (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of TRUECAR, INC. Effective as of May 1, 2014 Void after the date specified in Section 8TrueCar, Inc. • May 5th, 2014 • Services-computer programming, data processing, etc. • California
THIS CERTIFIES THAT, for value received, United Services Automobile Association, 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 that certain Services & Maintenance Agreement, dated as of February 13, 2007, by and among the Company and the Holder, as amended (the “Agreement”). Any terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
TRUECAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Employment Agreement (the “Agreement”) is entered into as of May 1, 2014, (the “Effective Date”) by and between TrueCar, Inc. (the “Company”), and John Krafcik (“Executive” and, together with the Company, the “Parties”).
ZAG SERVICES & MAINTENANCE AGREEMENTMaintenance Agreement • May 5th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • New York
THIS ZAG SERVICES & MAINTENANCE AGREEMENT (“Agreement” which shall include by reference all Project Addendums, Exhibits and other mutually executed amendments hereto) is entered as of February 13, 2007 (“Effective Date”) by and between UNITED SERVICES AUTOMOBILE ASSOCIATION, a reciprocal interinsurance exchange, with offices located at 9800 Fredericksburg Road, San Antonio, Texas 78288 (“USAA”) and ZAG.COM INC., a corporation with offices located at 525 Broadway, 3rd Floor, Santa Monica, California 90401 (“ZAG” or “SUPPLIER”). SUPPLIER and USAA are each referred to in the alternative as a “Party” and both collectively as the “Parties.”
WarrantWarrant • May 5th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
