CarGurus, Inc. Sample Contracts

Underwriting Agreement
Underwriting Agreement • September 29th, 2017 • CarGurus, Inc. • Services-computer processing & data preparation • New York

CarGurus, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares, of Class A common stock, par value $0.001 per share (the “Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 15th, 2017 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

This Indemnification Agreement (this “Agreement”), dated as of [ ], 2017, is by and between CarGurus, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).

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CarGurus Ireland Limited, an Irish Private Company Limited by Shares CarGurus UK Limited, a U.K. Private Limited Company CarGurus Securities Corp., a Massachusetts corporation CGSC, Inc., a Massachusetts corporation
CarGurus, Inc. • September 15th, 2017 • Services-computer processing & data preparation
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Amendment to Separation Agreement
Separation Agreement • May 7th, 2021 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

This change in your Separation Date will have the effect of shifting the Severance Period referenced in the Separation Agreement to the nine (9) month period ending April 1, 2022, as well as shifting the Company-paid COBRA benefits to the same timeframe. This change will also have the effect of extending your eligibility to vest in additional equity through July 1, 2021. This change in your Separation Date will not be deemed to result in any change in your Consulting Agreement signed by you on November 13, 2021, other than changing the start date of the Consulting Period (as defined in such Consulting Agreement).

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FIRST AMENDMENT TO LEASE
Lease • September 15th, 2017 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

Substantial Completion, Substantially Complete, and Substantially Completed (or similar phrase): The foregoing shall mean when the following have occurred or would have occurred but for any delay cause by Tenant:

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Execution Date: October 8, 2014
Commencement Date Agreement • September 15th, 2017 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

Landlord demises to Tenant, and Tenant takes from Landlord, the Premises upon and subject to the provisions of this Lease.

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CARGURUS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 15th, 2017 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of August, 2016, by and among CarGurus, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9 below, the “Investors”).

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CARGURUS, INC., CAROFFER, LLC, CAROFFER INVESTORS HOLDING, LLC, THE MEMBERS (as defined herein), and BRUCE THOMPSON, as the Members’ Representative December 9, 2020
Membership Interest Purchase Agreement • February 12th, 2021 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 9, 2020 (the “Agreement Date”), by and among CarGurus, Inc., a Delaware corporation (the “Buyer”), CarOffer, LLC, a Delaware limited liability company (the “Company”), CarOffer Investors Holding, LLC, a Delaware limited liability company (“TopCo”), each of the Members of TopCo (each, a “Member” and collectively, the “Members”), and Bruce T. Thompson, an individual residing in Texas (the “Members’ Representative”), in his capacity as the Members’ Representative and as a Member.

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CORRECTIVE AMENDMENT
CarGurus, Inc. • May 9th, 2022 • Services-computer processing & data preparation

THIS CORRECTIVE AMENDMENT (this “Amendment”) to that certain Third Amended and Restated Limited liability Company Agreement of CarOffer, LLC, a Delaware limited liability company (the “Company”), dated as of November 23, 2021 (the “Existing Agreement”), is entered into as of the 6th day of May, 2022 with an effective date as of November 23, 2021 (the “Effective Date”).

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FIRST Amendment to SUBlease
Sublease • May 9th, 2022 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

This FIRST AMENDMENT TO SUBLEASE (this “Amendment”), dated as of March 23, 2022, is entered into by and between CARGURUS, INC., a Delaware corporation (“Sublessor”), and AMYLYX PHARMACEUTICALS, INC., a Delaware corporation (“Sublessee”).

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FIRST AMENDMENT TO OFFICE LEASE AGREEMENT
Office Lease Agreement • February 26th, 2024 • CarGurus, Inc. • Services-computer processing & data preparation

THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “First Amendment”) is entered into as of the 1st day of November, 2023 (the “Effective Date”), by and between FSP ADDISON CIRCLE LIMITED PARTNERSHIP, a Texas limited partnership (the “Landlord”) and CAROFFER, LLC, a Delaware limited liability company (the “Tenant”).

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ADDISON CIRCLE ONE OFFICE LEASE AGREEMENT BETWEEN FSP ADDISON CIRCLE LIMITED PARTNERSHIP, a Texas limited partnership as LANDLORD and CAROFFER, LLC, a Delaware limited liability company as TENANT Premises: Suite 800 15601 Dallas Parkway Addison, Texas
Office Lease Agreement • February 26th, 2024 • CarGurus, Inc. • Services-computer processing & data preparation • Texas

THIS OFFICE LEASE AGREEMENT ("Lease") is executed effective as of April 28, 2022 (the "Effective Date"), between FSP ADDISON CIRCLE LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord"), and CAROFFER, LLC, a Delaware limited liability company ("Tenant").

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SEPARATION AGREEMENT
Separation Agreement • August 9th, 2023 • CarGurus, Inc. • Services-computer processing & data preparation

The purpose of this Separation Agreement (the “Agreement”) is to set forth the terms of your separation of employment from CarGurus, Inc. (“CarGurus” or the “Company”), including the following defined terms:

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CarGurus Ireland Limited, an Irish Private Company Limited by Shares CarGurus UK Limited, a U.K. Private Limited Company CarGurus Canada, Inc., a company incorporated under the laws of the Province of British Columbia CarGurus Securities Corp., a...
CarGurus, Inc. • March 1st, 2018 • Services-computer processing & data preparation
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OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Performance Restricted Stock Unit Agreement • February 12th, 2021 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

This PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is delivered by CarGurus, Inc. (the “Company”) to (the “Participant”).

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • May 9th, 2024 • CarGurus, Inc. • Services-computer processing & data preparation

The purpose of this Separation Agreement (the “Agreement”) is to set forth the terms of your separation of employment from CarGurus, Inc. (“CarGurus” or the “Company”), including the following defined terms:

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Consulting Agreement
Consulting Agreement • August 6th, 2019 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

This Consulting Agreement is entered into as of April 1, 2019 (the “Effective Date”) by and between Oliver Chrzan (“you”) and CarGurus, Inc. (“CarGurus”).

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OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENT
Omnibus Incentive Compensation Plan Nonqualified Stock Option Grant Agreement • February 12th, 2021 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of ____________ (the “Date of Grant”), is delivered by CarGurus, Inc. (the “Company”) to ______________ (the “Participant”).

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LEASE AGREEMENT by and between US PARCEL A, LLC, a Massachusetts limited liability company, as Landlord and CARGURUS, INC., a Delaware corporation, as Tenant Dated as of June 19, 2018
Lease Agreement • June 20th, 2018 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

THIS LEASE AGREEMENT (this “Lease”) made as of this 19th day of June, 2018 (the “Effective Date”), by and between US PARCEL A, LLC, a Massachusetts limited liability company having an address c/o Urban Spaces, LLC, 111 First Street, Cambridge, MA 02141 (“Landlord”) and CARGURUS, INC., a Delaware corporation having an address of 2 Canal Park, Suite 4, Cambridge, MA 02141 (“Tenant”). Landlord and Tenant are sometimes collectively referred to as the “Parties” or individually as a “Party.” All capitalized terms used and not otherwise defined herein shall have the meaning given below:

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CONSULTING AGREEMENT
Consulting Agreement • November 17th, 2020 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

This Consulting Agreement (this “Agreement”) is entered into as of November 13, 2020 (the “Effective Date”) by and between Kyle Lomeli (“you”) and CarGurus, Inc. (“CarGurus” or the “Company”).

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1001 BOYLSTON STREET BOSTON, MASSACHUSETTS LEASE FROM S&A P-12 PROPERTY LLC TO CARGURUS, INC.
Transportation Access Plan Agreement • December 20th, 2019 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which Landlord and Tenant are the parties hereinafter named, and which relates to space in the building to be constructed and known as 1001 Boylston Street, Boston, Massachusetts.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CARGURUS, INC., CAROFFER, LLC, CAROFFER INVESTORS HOLDING, LLC, CarOffer MidCo, LLC, THE INDIRECT MEMBERS (as defined herein), BRUCE THOMPSON, as the Sellers’ Representative and THE RESPONSIBLE PARTY...
Membership Interest Purchase Agreement • November 7th, 2023 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of November 6, 2023 (the “Agreement Date”), by and among CarGurus, Inc., a Delaware corporation (the “Buyer”), CarOffer, LLC, a Delaware limited liability company (the “Company”), CarOffer Investors Holding, LLC, a Delaware limited liability company (“TopCo”), CarOffer Midco, LLC, a Delaware limited liability company (“Midco”, together with TopCo, each, a “Direct Member”, and collectively, the “Direct Members”), each of the Persons set forth on Schedule 1.1(a) hereto (each, an “Indirect Member” and collectively, the “Indirect Members”), Bruce T. Thompson, an individual residing in Texas (the “Sellers’ Representative”), in his capacity as the Sellers’ Representative, and the Person set forth on Schedule 1.1(b) (the “Responsible Party”).

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CARGURUS, INC. OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 26th, 2018 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is delivered by CarGurus, Inc. (the “Company”) to , who is a Non-Employee Director (the “Participant”).

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OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 3rd, 2018 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of _________________ (the “Date of Grant”), is delivered by CarGurus, Inc. (the “Company”) to _______________ (the “Participant”).

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Two Canal Park Cambridge, Massachusetts 02141 (the “Building”) FIRST AMENDMENT Execution Date: October 27, 2015
CarGurus, Inc. • November 5th, 2020 • Services-computer processing & data preparation

WHEREAS, Landlord and Tenant desire to confirm: (i) the agreement between the parties with respect to the Minimum Tenant Funded Cost Excess, and (ii) the amount of Construction Rent due and payable by Tenant under the Lease;

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SECOND AMENDMENT TO LEASE
Lease • November 5th, 2020 • CarGurus, Inc. • Services-computer processing & data preparation

This SECOND AMENDMENT TO LEASE (the “Amendment”) dated this 28 day of September, 2020 (the “Effective Date”) is made by and between TWO CANAL PARK MASSACHUSETTS, LLC, a Delaware limited liability company, as successor-in-interest to BCSP CAMBRIDGE TWO PROPERTY, LLC, a Delaware limited liability company (the “Landlord”), and CARGURUS, INC., a Delaware corporation (the “Tenant”).

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FIRST AMENDMENT TO LEASE
Lease • August 6th, 2020 • CarGurus, Inc. • Services-computer processing & data preparation

This FIRST AMENDMENT TO LEASE (“Amendment”), is made as of the 12th day of June, 2020 (“Effective Date”) by and between S&A P-12 PROPERTY LLC, a Delaware limited liability company (“Landlord”) and CARGURUS, INC., a Delaware corporation (“Tenant”).

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FIRST AMENDMENT TO SUBLEASE
Sublease • November 8th, 2022 • CarGurus, Inc. • Services-computer processing & data preparation

This FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is entered into this 31st day of July, 2022 (the “Effective Date”) by and between HUBSPOT, INC., a Delaware corporation (“Sublandlord”), and CARGURUS, INC., a Delaware corporation (“Subtenant”).

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SECOND AMENDMENT TO LEASE
To Lease • November 5th, 2019 • CarGurus, Inc. • Services-computer processing & data preparation • Massachusetts

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made as of this 30th day of August 2019 (the “Effective Date”), by and between 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, having an address c/o Invesco Real Estate, 1166 Avenue of the Americas, New York, New York 10036, as landlord (“Landlord”), and CARGURUS, INC., a Delaware corporation, having an address at Two Canal Park, Suite 4, Cambridge, MA 02141, as tenant (“Tenant”).

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RELOCATION REPAYMENT AGREEMENT
Relocation Repayment Agreement • October 30th, 2023 • CarGurus, Inc. • Services-computer processing & data preparation
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CAROFFER, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • December 10th, 2020 • CarGurus, Inc. • Services-computer processing & data preparation • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 9, 2020 (the “Effective Date”), is entered into by and among CarOffer, LLC, a Delaware limited liability company, the Member and the CO Indirect Holders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I and Annex I.

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THIRD AMENDMENT TO LEASE (55 Cambridge Parkway, Cambridge, Massachusetts – CarGurus, Inc.)
Lease • November 5th, 2020 • CarGurus, Inc. • Services-computer processing & data preparation

WHEREAS, Landlord and Tenant entered into that certain Office Lease Agreement dated as of March 11, 2016 (the “Original Lease”), as affected by that certain First Amendment of Lease dated as of July 30, 2016 (the “First Amendment”) and that Second Amendment To Lease dated as of August 30, 2019 (collectively, the “Lease”), for leasing of certain premises in the building located at 55 Cambridge Parkway, Cambridge, Massachusetts, more particularly described in the Lease (the “Premises”);

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c/o Samuels & Associates 136 Brookline Avenue Boston, MA 02215
CarGurus, Inc. • May 9th, 2024 • Services-computer processing & data preparation

Re: Lease dated December 19, 2019 between P-12 Property LLC (as successor-in­ interest to S&A P-12 Property LLC) and CarGurus, Inc., as amended by that certain First Amendment to Lease dated as of June 12, 2020 (as amended, the “Lease”) at 1001 Boylston Street, Boston, Massachusetts

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CREDIT AGREEMENT dated as of September 26, 2022 among CARGURUS, INC., as Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and an L/C Issuer, and THE LENDERS AND OTHER L/C ISSUERS FROM TIME TO TIME PARTY HERETO PNC...
Credit Agreement • September 29th, 2022 • CarGurus, Inc. • Services-computer processing & data preparation • New York

This CREDIT AGREEMENT is entered into as of September 26, 2022, among CarGurus, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and PNC Bank, National Association (“PNC”), as Administrative Agent, Collateral Agent and an L/C Issuer.

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