WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TRUECAR, INC. Dated as of February 11, 2014 Void after the date specified in Section 8TrueCar, Inc. • April 4th, 2014 • Services-computer programming, data processing, etc. • Delaware
THIS CERTIFIES THAT, for value received, Venture Lending & Leasing VII, LLC, or its registered transferees or 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 that certain Secured Party Bill of Sale dated on or about the date hereof by and among the Holder’s s affiliates, Venture Lending & Leasing VI, Inc. and Venture Lending & Leasing VII, Inc., and the Company. The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which the Holder, by acceptanc
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.
1540 SECOND STREET OFFICE LEASEOffice Lease • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
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 • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Employment Agreement (the “Agreement”) is entered into as of October 25, 2013, (the “Effective Date”) by and between TrueCar, Inc. (the “Company”), and Mike Guthrie (“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.
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”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 4th, 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:
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”).
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.
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”).
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”).
TRUECAR, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Insert Date] by and between TrueCar, Inc., a Delaware corporation (the “Company”), and [Insert Name] (“Indemnitee”).
ZAG.COM INC. STEWART EASTERBY EMPLOYMENT AGREEMENTStewart Easterby Employment Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Stewart Easterby 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 Stewart Easterby (“Executive”).
TRUECAR, INC. BERNIE BRENNER EMPLOYMENT AGREEMENTBernie Brenner Employment Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California
This Employment Agreement (this “Agreement”) is entered into effective as of May 1, 2010 (the “Effective Date”) by and between TrueCar, Inc. (the “Company”) and Bernie Brenner (the “Executive”).
ZAG.COM INC. WARRANT TO PURCHASE SHARESWarrant Transfer Agreement • April 4th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • Delaware
This Warrant is issued to Greenridge Capital LLC by Zag.com Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Settlement and Release Agreement (“Release”) dated as of September 25, 2007.
