Underwriting AgreementUnderwriting Agreement • May 2nd, 2017 • 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 1,000,000 shares and, at the election of the Underwriters, up to 150,000 additional shares of common stock, par value $0.0001 (“Stock”) of the Company, and the selling stockholders named on Schedule II hereto (each a “Selling Stockholder” and collectively the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 8,000,000 shares of Stock and, at the election of the Underwriters, up to 1,200,000 additional shares of Stock. The aggregate of 9,000,000 shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,350,000 additional shares to be sold by the Company and t
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. Dated as of May 15, 2014 Void after the date specified in Section 8TrueCar, Inc. • May 15th, 2014 • Services-computer programming, data processing, etc. • California
THIS CERTIFIES THAT, for value received, Avis-Davis Productions, Inc., or its permitted assigns (together with Owen Wilson, the natural person performing services pursuant to the Consulting Agreement (as defined below), 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 Exercise Price (as defined below) set forth in Section 1, subject to adjustment as provided below. 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 pursuant to that certain Consulting Agreement, dated as of even date herewith, by and between the Holder and the Company, a copy of which is attached hereto as Exhibit A (the “Consulting Agreement”).
1401OCEAN AVENUE SANTA MONICA, CALIFORNIAOffice Lease • August 14th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc.
ContractTrueCar, Inc. • April 4th, 2014 • Services-computer programming, data processing, etc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN THE OPINION OF LEGAL COUNSEL FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
TRUECAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Employment Agreement (the “Agreement”) is entered into as of February 10, 2023 (the “Effective Date”) by and between TrueCar, Inc. (the “Company”) and Jay Ku (“Executive” and, together with the Company, the “Parties”).
1540 SECOND STREET OFFICE LEASEOffice Lease • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
TRUECAR, INC.Performance Unit Award Agreement • February 22nd, 2024 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
Unless otherwise defined herein, the terms defined in the TrueCar, Inc. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Performance Unit Award Agreement, including the Notice of Grant of Performance-Based Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Performance Unit Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”).
TRUECAR, INC. SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • March 1st, 2019 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Employment Agreement (the “Agreement”) is entered into as of January 12 2017, (the “Effective Date”) by and between TrueCar, Inc. (the “Company”), and Robert T. McClung (“Executive” and, together with the Company, the “Parties”). For purposes of this Agreement, Company shall be defined to include any predecessors to TrueCar, Inc., including, but not limited to, Zag.com Inc.
WARRANT TO PURCHASE SHARES OF COMMON STOCK of TRUECAR, INC. Effective as of January 1, 2012 Void after the date specified in Section 8TrueCar, Inc. • April 4th, 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, $0.001 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”).
October 20, 2010 Andrew Sayer Douglas Emmett Management, LLC 808 Wilshire Boulevard, Suite 200 Santa Monica, CA 90401 Dear Andrew, On behalf of TrueCar Inc., I am pleased to submit 3 fully executed lease documents. Please be advised that we are...Office Lease • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Office Lease (this “Lease”), dated October 15, 2010, is by and between DOUGLAS EMMETT 1995, LLC, a Delaware limited liability company (“Landlord”), with an office at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and ZAG.COM INC., a Delaware corporation (“Tenant”), with an office at 525 Broadway, 3rd Floor, Santa Monica, California 90401.
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”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 12th, 2015 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 18th, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and TRUECAR, INC., a Delaware corporation (“TrueCar”), TRUECAR.COM, INC., a Delaware corporation (“TrueCar.com”), and ALG, INC., a Delaware corporation (“ALG” and together with TrueCar and TrueCar.com, individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 6th, 2021 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Separation Agreement and Release (“Agreement”) is made by and between Simon Smith (“Employee”) and TrueCar, Inc. (“Company”) (collectively, “Parties” or individually, a “Party”).
ContractOff Agreement • April 4th, 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.
TRUECAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Employment Agreement (the “Agreement”) is entered into as of April 10, 2013 (the “Effective Date”) by and between TrueCar, Inc. (the “Company”), and Michael S. Dunn (“Executive” and, together with the Company, the “Parties”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • November 7th, 2023 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Separation Agreement and Release (“Agreement”) is made by and between Teresa Luong (“Employee”) and TrueCar, Inc. (“Company”) (collectively, referred to as the “Parties” or individually referred to as a “Party”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 28th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 15, 2009 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ZAG.COM INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 5th, 2021 • TrueCar, Inc. • Services-computer programming, data processing, etc.
This Third Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of February 17, 2021 by and between Silicon Valley Bank (“Bank”) and TrueCar, Inc., a Delaware corporation (“TrueCar”), and TrueCar Dealer Solutions, Inc., a Delaware corporation (“TCDS” and together with TrueCar, individually and collectively, jointly and severally, “Borrower”).
TRUECAR, INC. AMENDED AND RESTATED SCOTT PAINTER EMPLOYMENT AGREEMENTScott Painter Employment Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Amended and Restated Scott Painter Employment Agreement (the “Agreement”) is entered into effective as of 12/20/12 (the “Effective Date”) by and between TrueCar, Inc. (the “Company”) and Scott Painter (the “Executive”), and replaces and supersedes in its entirety the Amended and Restated Scott Painter Employment Agreement entered into between the Company (formerly called “Zag.com. Inc.) and Executive as of June 1, 2010 (the “Original Agreement”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2018 • TrueCar, Inc. • Services-computer programming, data processing, etc.
This First Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of February 28, 2018, and deemed effective as of February 18, 2018, by and between Silicon Valley Bank (“Bank”) and TrueCar, Inc., a Delaware corporation (“TrueCar”), TrueCar.com, Inc., a Delaware corporation (“TrueCar.com”), and ALG, Inc., a Delaware corporation (“ALG and together with TrueCar and TrueCar.com, individually and collectively, jointly and severally, “Borrower”), whose address is 120 Broadway, Suite 200, Santa Monica, CA 90401.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among TRUECAR, INC., and ALG, INC., dated as of July 31, 2020Membership Interest Purchase Agreement • August 6th, 2020 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 31, 2020 (this “Agreement”), is made by and among J.D. Power, a Delaware corporation (the “Buyer”), TrueCar, Inc., a Delaware corporation (the “Seller”), and ALG, Inc., a Delaware corporation and wholly-owned subsidiary of the Seller (the “Company”).
TRUECAR, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 22, 2013’ Rights Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Delaware
This Seventh Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of November 22, 2013, by and among TrueCar, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each an “Investor,” and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 10th, 2016 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Separation Agreement and Release (“Agreement”) is made by and between Troy Foster (“Employee”) and TrueCar, Inc. (“Company”) (collectively, “Parties” or individually, a “Party”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • February 22nd, 2024 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Fourth Amendment to Office Lease (this “Fourth Amendment”), dated November 27, 2023 (the "Amendment Date"), is made by and between DE PALISADES PROMENADE, LLC, a Delaware limited liability company (“Landlord”), with offices at 1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401, and TRUECAR, INC., a Delaware corporation (“Tenant”), with an office at 1401 Ocean Avenue, Suite 200, Santa Monica, California 90401.
TRUECAR, INC. CONSULTING AGREEMENTConsulting Agreement • August 9th, 2019 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
THIS CONSULTING AGREEMENT (the “Agreement”) by and between TrueCar, Inc. (“Client”) and Victor “Chip” Perry, an individual (“Consultant”) is effective as of July 18, 2019, (the “Effective Date”).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • August 6th, 2021 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Third Amendment to Office Lease (the “Third Amendment”), dated May 11, 2021, is made by and between DE PALISADES PROMENADE, LLC, a Delaware limited liability company (as successor-in-interest to Douglas Emmett 1995, LLC, a Delaware limited liability company) (“Landlord”), with offices at 1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401, and TRUECAR, INC., a Delaware corporation (“Tenant”), with an office at 120 Broadway, Suite 200, Santa Monica, California 90401.
TRANSITION SERVICES AGREEMENT by and between USAA FEDERAL SAVINGS BANK and TRUECAR, INC. dated as of February 14, 2020Transition Services Agreement • February 20th, 2020 • TrueCar, Inc. • Services-computer programming, data processing, etc.
THIS TRANSITION SERVICES AGREEMENT is entered as of February 14, 2020 (the “Effective Date”), by and between USAA FEDERAL SAVINGS BANK, a federally chartered savings association with offices located at 10750 McDermott Freeway, San Antonio, Texas 78288 (“USAA FSB”), and TRUECAR, INC., a Delaware corporation with offices located at 120 Broadway, Suite 200, Santa Monica, California 90401 (“Supplier”). USAA FSB and Supplier are both referred to in the alternative as a “Party” and collectively as the “Parties.”
CLOCK TOWER BUILDING OFFICE LEASE by and between CLOCK TOWER, LLC, a Delaware limited liability company as Landlord and TRUECAR, INC., a Delaware corporation as Tenant Dated: May 10, 2010Office Lease • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
THIS OFFICE LEASE (the “Lease”) is made and entered into as of May10, 2010, by and between CLOCK TOWER, LLC, a Delaware limited liability company (“Landlord”) and TRUECAR, INC., a Delaware corporation (“Tenant”).
OFFICE LEASE AGREEMENTOffice Lease Agreement • August 9th, 2016 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Texas
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 7th, 2018 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2018 (the “Agreement Date”) by and among TrueCar Dealer Solutions, Inc., a Delaware corporation (“Parent”), DealerScience, LLC, a Massachusetts limited liability company (the “Company”), Andrew Gordon, a resident of Massachusetts (“Seller”), and TrueCar, Inc., a Delaware corporation (“Guarantor”), solely for the limited purpose of its obligations under Section 5.6. All capitalized terms that are used but not otherwise defined herein shall have the respective meanings ascribed thereto in Annex A.
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.”
ZAG.COM INC. JIM NGUYEN AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Amended and Restated Jim Nguyen Employment Agreement (the “Agreement”) is entered into effective as of September 15, 2008 (the “Effective Date”) by and between Zag.com Inc. (the “Company”) and Jim Nguyen (the “Executive”), and replaces and supersedes in its entirety the Employment Agreement entered into between the Company and Executive as of April 25, 2005 (the “Original Agreement”).
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2019 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Second Amendment (this “Second Amendment”) to the Third Amended and Restated Loan and Security Agreement, dated as of February 15, 2015 (the “Loan Agreement”), by and between Silicon Valley Bank, a California corporation (“Bank”), TrueCar, Inc., a Delaware corporation (“TrueCar”), TrueCar.com, Inc., a Delaware corporation now known as TrueCar Dealer Solutions, Inc. (“TCDS”), and ALG, Inc., a Delaware corporation (“ALG”), is entered into as of December 6, 2018. Capitalized terms used but not defined in this Second Amendment have the meanings ascribed thereto in the Loan Agreement
OPTION FORFEITURE AGREEMENTOption Forfeiture Agreement • January 4th, 2016 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Option Forfeiture Agreement (“Agreement”) is made by and between John Krafcik (“Krafcik”) and TrueCar, Inc. (the “Company”) (collectively, the “Parties”).
