Exhibit 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,...Cobalt Group Inc • May 27th, 1999 • Washington
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2000 • Cobalt Group Inc • Services-computer processing & data preparation • Washington
LEASELease • May 27th, 1999 • Cobalt Group Inc
RECITALSLease Agreement • May 27th, 1999 • Cobalt Group Inc
RECITALSAsset Purchase Agreement • May 27th, 1999 • Cobalt Group Inc • Washington
4. REPRESENTATIONS AND WARRANTIES...........................................6 4.1 Representations and Warranties of the Seller........................6 (a) Corporate Status...............................................6 (b) Purchased...Asset Purchase Agreement • February 14th, 2000 • Cobalt Group Inc • Services-computer processing & data preparation • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND THUS, NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED HEREIN, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE...Cobalt Group Inc • November 14th, 2000 • Services-computer processing & data preparation • New York
Exhibit 10.4 AMENDMENT TO SECURITY AGREEMENT This amendment to security agreement ("Amendment") is made and entered into as of September 29, 2000 by and between Boats.com, Inc., a Delaware corporation ("Debtor") and The Cobalt Group, Inc., a...Security Agreement • November 14th, 2000 • Cobalt Group Inc • Services-computer processing & data preparation
RECITALS:Pledge and Security Agreement • May 27th, 1999 • Cobalt Group Inc
OFFICE LEASEOffice Lease • May 27th, 1999 • Cobalt Group Inc
Exhibit 10.8 MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT is made as of February 28, 1997 by and between The Cobalt Group, Inc., a Washington corporation (the "COMPANY"), and First Analysis Securities Corporation, an Illinois corporation ("FIRST...Management Services Agreement • May 27th, 1999 • Cobalt Group Inc • Illinois
SOFTWARE LICENSE AGREEMENT This Software License Agreement (this "Agreement") is effective as of August 18, 2000 (the "Effective Date"), by and between The Cobalt Group ("Licensee"), a Washington corporation with offices located at 2200 First Avenue...Software License Agreement • November 14th, 2000 • Cobalt Group Inc • Services-computer processing & data preparation • New York
Exhibit 10.21 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,...Cobalt Group Inc • May 27th, 1999 • Oregon
Exhibit 10.7 REGISTRATION AGREEMENT THIS AGREEMENT is made as of February 28, 1997, between The Cobalt Group, Inc., a Washington corporation (the "Company") and the Persons listed on the Schedule of Purchasers attached hereto (collectively referred to...Registration Agreement • May 27th, 1999 • Cobalt Group Inc
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF PURCHASERShare Purchase Agreement • July 8th, 1999 • Cobalt Group Inc • Services-computer processing & data preparation • Washington
Exhibit 1.1 UNDERWRITING AGREEMENT BancBoston Robertson Stephens Inc. Bear, Stearns & Co. Inc. SG Cowen Securities Corporation Wit Capital Corporation c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite 2600 San Francisco, CA 94104...Underwriting Agreement • July 8th, 1999 • Cobalt Group Inc • Services-computer processing & data preparation • New York
November 13, 2001 Warburg, Pincus Equity Partners, L.P. Warburg, Pincus Netherlands Equity Partners I, C.V. Warburg, Pincus Netherlands Equity Partners II, C.V. Warburg, Pincus Netherlands Equity Partners III, C.V. 466 Lexington Avenue New York, New...Cobalt Group Inc • November 14th, 2001 • Services-computer processing & data preparation • New York
PURCHASE AGREEMENTPurchase Agreement • May 27th, 1999 • Cobalt Group Inc • Washington
Exhibit 10.5 CONFIDENTIALITY AND NONCOMPETITION AGREEMENT AGREEMENT made as of February 28, 1997 between The Cobalt Group, Inc., a Washington corporation (the "Company"), and John Holt ("Executive"). The Company and Executive desire to enter into an...Confidentiality and Noncompetition Agreement • May 27th, 1999 • Cobalt Group Inc • Illinois
SECOND AMENDMENT TO REGISTRATION AGREEMENTRegistration Agreement • May 27th, 1999 • Cobalt Group Inc
SA. WARR. NO. 01 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED,...Cobalt Group Inc • August 14th, 2000 • Services-computer processing & data preparation • Washington
LOAN AND SECURITY AGREEMENT BORROWER: THE COBALT GROUP, INC. ADDRESS: 2030 FIRST AVENUE, SUITE 300 SEATTLE, WA 98121 DATE: MAY 27, 1999 This Loan and Security Agreement is entered into on the above date between GREYROCK CAPITAL, a Division of...Loan and Security Agreement • July 8th, 1999 • Cobalt Group Inc • Services-computer processing & data preparation • California
FIRST AMENDMENT TO REGISTRATION AGREEMENTRegistration Agreement • May 27th, 1999 • Cobalt Group Inc
July 6, 1999 Mr. Stephen Tubbs Vice President Business Development GE Financial Assurance 7125 W. Jefferson Ave., Suite 200 Lakewood, CO 80235 Re: Agreement between GE Capital Management Corporation and The Cobalt Group, Inc. Dear Stephen: This letter...Letter Agreement • July 8th, 1999 • Cobalt Group Inc • Services-computer processing & data preparation
MASTER LOAN AND SECURITY AGREEMENT NO. 4414Master Loan and Security Agreement • May 15th, 2000 • Cobalt Group Inc • Services-computer processing & data preparation
Exhibit 10.3 NOTE MODIFICATION AGREEMENT THIS NOTE MODIFICATION AGREEMENT is made as of September 29, 2000 (this "Modification Agreement") by and between Boats.com, Inc., a Delaware corporation ("Boats") and The Cobalt Group, Inc., a Washington...Note Modification Agreement • November 14th, 2000 • Cobalt Group Inc • Services-computer processing & data preparation • Washington
Exhibit 10.2 2200 FIRST AVENUE SOUTH PARKING LEASE AGREEMENT This Lease is made as of August 24, 1999, by and between 2200 First Avenue South LLC, a Washington limited liability company ("Landlord"), and The Cobalt Group, Inc., a Washington...Avenue South Parking Lease Agreement • November 15th, 1999 • Cobalt Group Inc • Services-computer processing & data preparation
Warburg, Pincus Equity Partners, L.P. Warburg, Pincus Netherlands Equity Partners I, C.V. Warburg, Pincus Netherlands Equity Partners II, C.V. Warburg, Pincus Netherlands Equity Partners III, C.V. 466 Lexington Avenue New York, NY 10017 June 2, 2001Cobalt Group Inc • June 5th, 2001 • Services-computer processing & data preparation • New York
Reference is made to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, between The Cobalt Group, Inc., a Washington corporation (the "Company"), and Cobalt Acquisition Corporation, a Washington corporation ("Merger Sub"). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Merger Agreement. The undersigned (collectively, the "Warburg Pincus Funds") hereby agree with the Company as follows:
BETWEENAcquisition and Investment Agreement • July 8th, 1999 • Cobalt Group Inc • Services-computer processing & data preparation • Washington
Loan and Security AgreementSecurity Agreement • April 2nd, 2001 • Cobalt Group Inc • Services-computer processing & data preparation • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK, COMMERCIAL FINANCE DIVISION ("Silicon"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
RECITALS:Agreement for Management of Security • May 27th, 1999 • Cobalt Group Inc
RECITALSInformation Rights Agreement • May 27th, 1999 • Cobalt Group Inc • Washington
DAIMLERCHRYSLER DEALER WEB SITE PROGRAM SERVICES AGREEMENT This Dealer Services Agreement (this "AGREEMENT") is effective as of May 1, 2000 (the "EFFECTIVE DATE"), by and between The Cobalt Group, Inc., a Washington corporation, ("COBALT") with...Daimlerchrysler Dealer Web Site Program Services Agreement • August 14th, 2000 • Cobalt Group Inc • Services-computer processing & data preparation • Michigan
LOAN AGREEMENTLoan Agreement • September 14th, 2001 • Cobalt Group Inc • Services-computer processing & data preparation • New York
THIS LOAN AGREEMENT is made as of September 7, 2001, by and among The Cobalt Group, Inc., a Washington corporation (the "Company"), and Warburg, Pincus Equity Partners, L.P. as agent (the "Agent") for the entities named on the Schedule of Lenders attached hereto as Schedule A (individually, a "Lender" and collectively, the "Lenders").
RECITALSWarrant Shares and Series C Preferred Shares Registration Agreement • May 27th, 1999 • Cobalt Group Inc • Oregon
