AGREEMENT AND PLAN OF MERGER BY AND AMONG DEALER DOT COM, INC., DEALERTRACK TECHNOLOGIES, INC., DERBY MERGER CORP., WITH RESPECT TO Section 2.8, Section 2.9, Section 2.10, Article 5, SECTION 7.2(a), Section 7.9, Section 7.16, Section 9.3, Article 10,...Merger Agreement • December 20th, 2013 • Dealertrack Technologies, Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2013, is made by and among Dealer Dot Com, Inc., a Delaware corporation (the “Company”), Dealertrack Technologies, Inc., a Delaware corporation (“Parent”), Derby Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), with respect to Section 2.8, Section 2.9, Section 2.10, Article 5, Section 7.2(a), Section 7.9, Section 7.16, Section 9.3, Article 10, Article 11 and Article 12 only, 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 Jason Chapnik, 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
STOCKHOLDERS AGREEMENT BY AND AMONG DEALERTRACK TECHNOLOGIES, INC. AND THE STOCKHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS OF DECEMBER 19, 2013Stockholders Agreement • December 20th, 2013 • Dealertrack Technologies, Inc • Services-computer integrated systems design • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of December 19, 2013 (this “Agreement”), is made by and among Dealertrack Technologies, Inc., a Delaware corporation (the “Company”) and the Persons set forth on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
