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”).
