0000950123-07-006200 Sample Contracts

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • April 27th, 2007 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  April 27th, 2007
• Company
  DealerTrack Holdings, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

THIS TENDER AND SUPPORT AGREEMENT, dated as of April 26, 2007, (“Agreement”), is made and entered into by and among DealerTrack Holdings, Inc., a Delaware corporation (“Parent”), DA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and the persons and entities listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein shall have the meaning given to such terms in the Merger Agreement (as defined below).