AGREEMENT AND PLAN OF MERGER BY AND AMONG TRIVIN HOLDINGS, INC., DEALERTRACK HOLDINGS, INC, PS ACQUISITION CORP., THE SELLERS WHO ARE OR HEREAFTER BECOME PARTIES HERETO AND AMERICAN CAPITAL, LTD., AS THE SELLERS’ REPRESENTATIVE DATED AS OF JANUARY 7, 2011Merger Agreement • January 10th, 2011 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 7, 2011, is made by and among triVIN Holdings, Inc., a Delaware corporation (the “Company”), DealerTrack Holdings, Inc., a Delaware corporation (“Parent”), PS Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), the Sellers who are parties to this Agreement or who hereafter become parties to this Agreement by execution of a Joinder in the form attached hereto as Exhibit A (a “Joinder”) in accordance with the terms hereof, and American Capital, Ltd., solely in its capacity as Sellers’ representative (the “Representative”). The Company, the Representative, the Sellers, Parent and Merger Sub may sometimes be referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.
