Tender Offer Statement by Third Party (sc To-t)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

DEALERTRACK TECHNOLOGIES, INC.

(Name of Subject Company)

RUNWAY ACQUISITION CO.

(Offeror)

A WHOLLY OWNED DIRECT SUBSIDIARY OF

COX AUTOMOTIVE, INC.

(Parent of Offeror)

(Names of Filing Persons)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

242309102

(CUSIP Number of Class of Securities)

Peter C. Cassat, Esq.

Cox Automotive, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

Telephone: (404) 568-8000

Facsimile: (404) 568-7412

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with a copy to:

David C. Karp

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10023

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$3,726,812,389		$433,055.60

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 54,859,720 shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc. (“Dealertrack”) outstanding multiplied by the offer price of $63.25 per share; (ii) 2,649,565 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $63.25 per share, multiplied by the offer price of $63.25 per share minus the exercise price for each such option; (iii) 1,039,435 Shares reserved for issuance upon settlement of outstanding Company restricted share unit awards multiplied by the offer price of $63.25 per Share; (iv) 303,118 Shares reserved for issuance upon settlement of outstanding Company performance share unit awards multiplied by the offer price of $63.25 per Share; and (v) 70,097 Shares reserved for issuance upon settlement of outstanding Company deferred share unit awards multiplied by the offer price of $63.25 per Share. The calculation of the filing fee is based on information provided by Dealertrack as of June 23, 2015.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the transaction valuation by 0.0001162.

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: N/A		Filing Party: N/A
Form of Registration No.: N/A		Date Filed: N/A

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Checkthe appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1

issuer tender offer subject to Rule 13e-4

going-private transaction subject to Rule 13e-3

amendment to Schedule 13D under Rule 13d-2

Checkthe following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation (which we refer to as “Parent”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation (which we refer to as “Dealertrack”), at a purchase price of $63.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 26, 2015 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which together with other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Item 1.

Summary Term Sheet.

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

Item 2.

Subject Company Information.

Regulation M-A Item 1002

(a) Name and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:

Dealertrack Technologies, Inc.

1111 Marcus Ave., Suite M04

Lake Success, NY 11042

Telephone: (516) 734-3600

(b)-(c) Securities; Trading Market and Price. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference.

INTRODUCTION

THE TENDER OFFER — Section 6 (“Price Range of Shares; Dividends”)

Item 3.

Identity and Background of Filing Person.

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 8 (“Certain Information Concerning Parent and Purchaser”)

SCHEDULE I — Information Relating to Parent and Purchaser

Item 4.

Terms of the Transaction.

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A Item 1005

(a) Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Dealertrack”)

(b) Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 8 (“Certain Information Concerning Parent and Purchaser”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Dealertrack”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Dealertrack”)

Item 6.

Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006

(a) Purposes. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Dealertrack”)

(b) Use of securities acquired. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

(c) (1)-(7) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Dealertrack”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Dealertrack”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 14 (“Dividends and Distributions”)

Item 7.

Source and Amount of Funds or Other Consideration.

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

(b) Conditions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

(d) Borrowed Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER —Section 9 (“Source and Amount of Funds”)

Item 8.

Interest in Securities of the Subject Company.

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE TENDER OFFER — Section 8 (“Certain Information Concerning Parent and Purchaser”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Dealertrack”)

SCHEDULE I — Information Relating to Parent and Purchaser

(b) Securities Transactions. None.

Item 9.

Persons/Assets, Retained, Employed, Compensated or Used.

Regulation M-A Item 1009

(a) Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 3 (“Procedures for Accepting the Offer and Tendering Shares”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Dealertrack”)

THE TENDER OFFER — Section 18 (“Fees and Expenses”)

Item 10.

Financial Statements.

Regulation M-A Item 1010

(a) Financial Information. Not Applicable.

(b) Pro Forma Information. Not Applicable.

Item 11.

Additional Information.

Regulation M-A Item 1011

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Dealertrack”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Dealertrack”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 16 (“Certain Legal Matters; Regulatory Approvals”)

(b) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

Item 12.

Exhibits.

Regulation M-A Item 1016


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated June 26, 2015.

(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Form W-9).

(a)(1)(C)		Form of Notice of Guaranteed Delivery.

(a)(1)(D)		Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(F)		Press Release issued by Cox Automotive, Inc. on June 15, 2015 (incorporated by reference to Exhibit 99.1 to Cox Automotive, Inc.’s SC TO-C filed with the Securities and Exchange Commission on June 17, 2015).

(a)(1)(G)		Summary Advertisement as published in the Wall Street Journal on June 26, 2015.

(b)(1)		Debt Commitment Letter, dated as of June 12, 2015, among Citigroup Global Markets Inc. and Cox Enterprises, Inc.

(d)(1)		Agreement and Plan of Merger, dated as of June 12, 2015, by and among Cox Automotive, Inc., Runway Acquisition Co. and Dealertrack Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dealertrack Technologies, Inc. with the Securities and Exchange Commission on June 15, 2015).

(d)(2)		Confidentiality Agreement, dated June 1, 2015, between Cox Automotive, Inc. and Dealertrack Technologies, Inc.

(g)		None.

(h)		None.

Item 13.

Information Required by Schedule 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 26, 2015


RUNWAY ACQUISITION CO.
By:		/s/ Joseph Luppino
Name:		Joseph Luppino
Title:		Vice President

COX AUTOMOTIVE, INC.
By:		/s/ Joseph Luppino
Name:		Joseph Luppino
Title:		Senior Vice President and Chief Corporate Development Officer

EXHIBIT INDEX


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated June 26, 2015.

(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Form W-9).

(a)(1)(C)		Form of Notice of Guaranteed Delivery.

(a)(1)(D)		Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(F)		Press Release issued by Cox Automotive, Inc. on June 15, 2015 (incorporated by reference to Exhibit 99.1 to Cox Automotive, Inc.’s SC TO-C filed with the Securities and Exchange Commission on June 17, 2015).

(a)(1)(G)		Summary Advertisement as published in the Wall Street Journal on June 26, 2015.

(b)(1)		Debt Commitment Letter, dated as of June 12, 2015, among Citigroup Global Markets Inc. and Cox Enterprises, Inc.

(d)(1)		Agreement and Plan of Merger, dated as of June 12, 2015, by and among Cox Automotive, Inc., Runway Acquisition Co. and Dealertrack Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Dealertrack Technologies, Inc. with the Securities and Exchange Commission on June 15, 2015).

(d)(2)		Confidentiality Agreement, dated June 1, 2015, between Cox Automotive, Inc. and Dealertrack Technologies, Inc.

(g)		None.

(h)		None.

Exhibit (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

DEALERTRACK TECHNOLOGIES, INC.

$63.25 Net Per Share

RUNWAY ACQUISITION CO.

a wholly owned direct subsidiary

COX AUTOMOTIVE, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JULY 24, 2015, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation (which we refer to as “Parent”), is offering to purchase for cash all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation (which we refer to as “Dealertrack”), at a purchase price of $63.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with this Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of June 12, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Dealertrack. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Dealertrack (the “Merger”), with Dealertrack continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held (i) in the treasury of Dealertrack or by Parent or Purchaser, which Shares shall be canceled and shall cease to exist and no consideration or payment shall be delivered in connection therewith, (ii) by a wholly owned subsidiary of Dealertrack or Parent (other than Purchaser) or a wholly owned subsidiary of Purchaser, which Shares shall be converted into shares of the Surviving Corporation representing the same percentage ownership in the Surviving Corporation that such holder owned in Dealertrack prior to the effective time of the Merger, and (iii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically converted into the right to receive $63.25 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. As a result of the Merger, Dealertrack will cease to be a publicly traded company and will become wholly owned by Parent. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares.

Offer and not validly withdrawn on or prior to midnight (New York City time) on July 24, 2015 (the “Expiration Date,” unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire) (excluding Shares tendered pursuant to guaranteed delivery procedures but not yet delivered) together with any Shares then owned by Parent or its subsidiaries, represent a majority of the outstanding Shares as of the Expiration Date. The Antitrust Law Condition requires that any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) shall have expired or otherwise been terminated at or prior to the Expiration Date. Under the HSR Act, each of Parent and Dealertrack is required to file a Premerger Notification and Report Form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice in connection with the purchase of Shares in the Offer, which filings were made on June 19, 2015. The Governmental Authority Condition requires that no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the Merger illegal or otherwise prohibiting, restraining or preventing the consummation of the Offer or the Merger. The Representations Condition requires that certain representations and warranties made by the Company in the Merger Agreement be accurate, subject to the materiality and other qualifications set forth in the Merger Agreement. The Covenants Condition requires that Dealertrack materially comply with all material covenants pursuant to the Merger Agreement. The Material Adverse Effect Condition requires that since June 12, 2015, there shall not have occurred and be continuing as of the Expiration Date a Company Material Adverse Effect (or any event, development or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect), in each case as defined under the Merger Agreement. The Offer also is subject to other conditions as described in this Offer to Purchase. See Section 15 — “Conditions to the Offer.”

After careful consideration, the board of directors of Dealertrack duly and unanimously adopted resolutions (i) declaring that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Dealertrack’s stockholders, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL and (iii) recommending that the stockholders of Dealertrack accept the Offer and tender their Shares to Purchaser in the Offer.

A summary of the principal terms of the Offer appears on pages S-1 through S-1. You should read this entire Offer to Purchase carefully before deciding whether to tender your Shares in the Offer.

June 26, 2015

IMPORTANT

If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you should either (a) complete and sign the Letter of Transmittal for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or a manually executed facsimile thereof) and any other required documents to American Stock Transfer & Trust Company, LLC, in its capacity as depositary for the Offer (which we refer to as the “Depositary”), and either deliver the certificates for your Shares to the Depositary along with the Letter of Transmittal (or a manually executed facsimile thereof) or tender your Shares by book-entry transfer by following the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” in each case by the Expiration Date, or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares to Purchaser pursuant to the Offer. If you are a record holder but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery (or one in substantially the same form) (See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” for further details).

* * * * *

Questions and requests for assistance should be directed to the Information Agent (as described herein) at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, and other materials related to the Offer may also be obtained for free from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, and any other material related to the Offer may be obtained at the website maintained by the United States Securities and Exchange Commission (the “SEC”) at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

This Offer to Purchase and the related Letter of Transmittal contain important information and you should read both carefully and in their entirety before making a decision with respect to the Offer.

The Offer has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is unlawful.

The Information Agent for the Offer is:

LOGO

Innisfree M&A Incorporated

Stockholders may call toll free: (877) 456-3463

Banks and Brokers may call toll free: (888) 750-5834

TABLE OF CONTENTS


SUMMARY TERM SHEET		S-1
INTRODUCTION		1
THE TENDER OFFER		3
1.	Terms of the Offer	3
2.	Acceptance for Payment and Payment for Shares	4
3.	Procedures for Accepting the Offer and Tendering Shares	5
4.	Withdrawal Rights	8
5.	Certain United States Federal Income Tax Consequences	8
6.	Price Range of Shares; Dividends	10
7.	Certain Information Concerning Dealertrack	11
8.	Certain Information Concerning Parent and Purchaser	11
9.	Source and Amount of Funds	13
10.	Background of the Offer; Past Contacts or Negotiations with Dealertrack	14
11.	The Merger Agreement	19
12.	Purpose of the Offer; Plans for Dealertrack	39
13.	Certain Effects of the Offer	40
14.	Dividends and Distributions	41
15.	Conditions to the Offer	41
16.	Certain Legal Matters; Regulatory Approvals	43
17.	Appraisal Rights	44
18.	Fees and Expenses	45
19.	Miscellaneous	46
SCHEDULE — INFORMATION RELATING TO PARENT AND PURCHASER		I-1

SUMMARY TERM SHEET

The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and other related materials. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. Purchaser has included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Dealertrack contained herein and elsewhere in the Offer to Purchase has been provided to Purchaser by Dealertrack or has been taken from or is based upon publicly available documents or records of Dealertrack on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Purchaser has not independently verified the accuracy and completeness of such information. Purchaser has no knowledge that would indicate that any statements contained herein relating to Dealertrack provided to Purchaser or taken from or based upon such documents and records filed with the SEC are untrue or incomplete in any material respect.


Securities Sought		All issued and outstanding shares of common stock, par value $0.01 per share of Dealertrack Technologies, Inc.

Price Offered Per Share		$63.25 net to the seller in cash, without interest thereon and less any applicable withholding taxes (the “Offer Price”)

Scheduled Expiration of Offer		Midnight (New York City time) on July 24, 2015, unless the Offer is extended or terminated in accordance with the Merger Agreement (as described below). See Section 1 — “Terms of the Offer.”

Purchaser		Runway Acquisition Co., a Delaware corporation and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation

Who is offering to purchase my shares?

Runway Acquisition Co., or Purchaser, a wholly owned direct subsidiary of Cox Automotive, Inc., or Parent, is offering to purchase for cash all of the outstanding Shares. Purchaser is a Delaware corporation that was formed for the sole purpose of making the Offer and completing the process by which Purchaser will be merged with and into Dealertrack. See the “Introduction” and Section 8 — “Certain Information Concerning Parent and Purchaser.”

Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser and, where appropriate, Parent. We use the term “Parent” to refer to Cox Automotive, Inc. alone, the term “Purchaser” to refer to Runway Acquisition Co. alone and the terms “Dealertrack” and the “Company” to refer to Dealertrack Technologies, Inc. alone.

What are the classes and amounts of securities sought in the Offer?

We are offering to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Dealertrack on the terms and subject to the conditions set forth in this Offer to Purchase. Unless the context otherwise requires, in this Offer to Purchase we use the term “Offer” to refer to this offer and the term “Shares” to refer to shares of Dealertrack common stock that are the subject of the Offer.

See the “Introduction” and Section 1 — “Terms of the Offer.”

Why are you making the Offer?

We are making the Offer because we want to acquire the entire equity interest in Dealertrack. If the Offer is consummated, Parent intends to have Purchaser consummate the Merger (as described below) as soon as

S-1

practicable following the consummation of the Offer. Upon consummation of the Merger (as described below), Dealertrack will cease to be a publicly traded company and will be a wholly owned subsidiary of Parent.

How much are you offering to pay and what is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $63.25 per Share, net to the seller in cash, without interest and less any applicable withholding taxes. If you are the record owner of your Shares and you tender your Shares to us in the Offer, you will not have to pay brokerage fees, commissions or similar expenses. If you own your Shares through a broker or other nominee and your broker or other nominee tenders your Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.

See the “Introduction,” Section 1 — “Terms of the Offer” and Section 2 — “Acceptance for Payment and Payment for Shares.”

Is there an agreement governing the Offer?

Yes. Parent, Purchaser and Dealertrack have entered into an Agreement and Plan of Merger, dated as of June 12, 2015 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the terms and conditions of the Offer and the subsequent merger of Purchaser with and into Dealertrack (the “Merger”).

See Section 11 — “The Merger Agreement” and Section 15 — “Conditions to the Offer.”

Will you have the financial resources to make payment?

Yes, we will have sufficient resources available to us. We estimate that we will need approximately $4.7 billion to complete the Offer and the Merger, to repay, repurchase or pay the conversion price with respect to certain existing indebtedness of Dealertrack, and to pay related transaction fees and expenses. Parent has significant assets and operations, including owning all of the outstanding equity interests in, among other entities, AutoTrader.com, Inc., Kelley Blue Book, Inc., Manheim Remarketing, Inc., Manheim Investments, Inc., vAuto, Inc., VINSolutions, Inc., Xtime, Inc., HomeNet, Inc. and NextGear Capital, Inc. Parent expects that it will have at the completion of the Offer and the closing of the Merger access to sufficient cash to fund such purposes from all or a combination of the following: operations, issuances by Parent’s direct parent company, Cox Enterprises, Inc. (“CEI”), of commercial paper, borrowings by CEI under its existing bank facility with JPMorgan Chase Bank, N.A., as administrative agent, borrowings by CEI under a new $1.85 billion unsecured bank term loan to be arranged by Citigroup Global Markets Inc., proceeds of $750 million common equity investment from investment funds affiliated with BDT Capital Partners, LLC (“BDT Capital Partners”) or other sources, including borrowings by CEI under a $1.85 billion unsecured bridge loan commitment provided by Citigroup Global Markets Inc. The Offer is not conditioned upon our ability to finance the purchase of Shares pursuant to the Offer.

See Section 9 — “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

•

the Offer is being made for all outstanding Shares solely for cash;

•

the Offer is not subject to any financing condition;

•

if we consummate the Offer, we expect to acquire all remaining Shares for the same cash price in the Merger;

S-2

•

Parent has significant assets and operations, including owning all of the outstanding equity interests in, among other entities, AutoTrader.com, Inc., Kelley Blue Book, Inc., Manheim Remarketing, Inc., Manheim Investments, Inc., vAuto, Inc., VINSolutions, Inc., Xtime, Inc., HomeNet, Inc. and NextGear Capital, Inc.; and

•

Parent’s access to cash from funds received from operations, issuances of commercial paper, borrowings under CEI’s existing bank facility with JPMorgan Chase Bank, N.A., as administrative agent, borrowings under a new $1.85 billion unsecured bank term loan to be arranged by Citigroup Global Markets Inc. and proceeds of $750 million common equity investment from investment funds affiliated with BDT Capital Partners is sufficient to provide us with funds to purchase all Shares tendered pursuant to the Offer and to complete the Merger.

See Section 9 — “Source and Amount of Funds.”

How long do I have to decide whether to tender my Shares in the Offer?

You will have until midnight (New York City time) on July 24, 2015, unless we extend the Offer pursuant to the terms of the Merger Agreement (such date and time, as it may be extended in accordance with the terms of the Merger Agreement, the “Expiration Date”) or the Offer is earlier terminated. If you cannot deliver everything required to make a valid tender to the Depositary prior to such time, you may be able to use a guaranteed delivery procedure, which is described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Acceptance and payment for Shares pursuant to and subject to the conditions of the Offer, which shall occur on July 27, 2015, unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The date and time at which the Merger becomes effective is referred to as the “Effective Time.” Under the terms of the Merger Agreement, the Effective Time will occur on the Offer Closing Date.

See Section 1 — “Terms of the Offer” and Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

Yes. We have agreed in the Merger Agreement that, subject to our rights to terminate the Merger Agreement in accordance with its terms, Purchaser must extend the Offer (i) on one or more occasions, for successive periods of up to 5 business days each (or up to 20 business days if Parent so desires and the Company consents in writing prior to such extension) in order to ensure satisfaction of the Offer Conditions and (ii) for any period required by applicable law or any applicable rules, regulations, interpretations or positions of the SEC or its staff or The NASDAQ Stock Market, LLC (“NASDAQ”). Except in the event that the only condition to the Offer not satisfied or waived is the Antitrust Law Condition or the Governmental Authority Condition, in no event will the Purchaser be required, or permitted without the Company’s consent, to extend the Offer beyond March 15, 2016 (the “Outside Date”) unless at such time (i) all of the conditions to the Offer are satisfied (except the Antitrust Law Condition, the Governmental Authority Condition and other conditions that are to be satisfied at the Offer Closing), then the Offer may be extended up to an additional 60 days in accordance with the Merger Agreement or (ii) Parent is in material breach of the Merger Agreement and such material breach has caused or resulted in the Offer not being consummated by such date.

See Section 1 — “Terms of the Offer.”

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform American Stock Transfer & Trust Company, LLC, which is the depositary for the Offer (the “Depositary”), of any extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire.

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See Section 1 — “Terms of the Offer.”

What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things:

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that there shall have been validly tendered in the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures but not yet delivered) and not properly withdrawn by the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned by Parent (or its subsidiaries), represent a majority of the outstanding Shares (the “Minimum Condition”);

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that the Merger Agreement shall not have been terminated in accordance with its terms (the “Termination Condition”);

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the expiration or termination of any applicable waiting period (or any extension thereof) under the HSR Act at or prior to the Expiration Date (the “Antitrust Law Condition”);

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that no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which has the effect of making the Offer or Merger illegal or otherwise prohibiting, restraining or preventing the consummation of the Offer or Merger; provided that Parent and Purchaser have used reasonable best efforts to oppose any such action by such governmental authority (the “Governmental Authority Condition”);

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the accuracy of certain representations and warranties made by the Company in the Merger Agreement, subject to the materiality and other qualifications set forth in the Merger Agreement (the “Representations Condition”);

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the performance or compliance of the Company in all material respects with all material agreements and covenants required by the Merger Agreement to be performed or complied with by it under the Merger Agreement (the “Covenants Condition”);

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that since June 12, 2015, no Company Material Adverse Effect (as described below) or event, development or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect shall have occurred and be continuing as of the Expiration Date (the “Material Adverse Effect Condition”);

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that the Purchaser receive a certificate of the Company, executed by an authorized officer of the Company stating that the Representations Condition, the Covenants Condition and the Material Adverse Effect Condition have been met; and

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that the board of directors of the Company shall not have withdrawn or modified in a manner adverse to Purchaser its recommendation that the Company’s stockholders accept the Offer and tender their Shares pursuant thereto.

The foregoing conditions shall be in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Merger Agreement.

Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the prior written consent of Dealertrack, we are not permitted to (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition, the Antitrust Law Condition or the Governmental Authority Condition, (v) add any condition to the Offer or any term that is adverse to holders of Shares, (vi) extend the expiration of the Offer except as required or permitted by the Merger Agreement, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Shares.

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See Section 15 — “Conditions to the Offer.”

Have any Dealertrack stockholders entered into agreements with Parent or its affiliates requiring them to tender their Shares?

No.

How do I tender my Shares?

If you hold your Shares directly as the registered owner, you can (i) tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary or (ii) tender your Shares by following the procedure for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” no later than the Expiration Date. If you are the registered owner but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may have a limited amount of additional time by using the enclosed Notice of Guaranteed Delivery (or one substantially the same form) and having a broker, a bank or other fiduciary that is an eligible institution guarantee that the missing items will be received by the Depositary within three NASDAQ trading days. For the tender to be valid, however, the Depositary must receive the missing items within that three trading-day period. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” for further details. The Letter of Transmittal is enclosed with this Offer to Purchase.

If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.

See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw previously tendered Shares?

You may withdraw your previously tendered Shares at any time until midnight (New York City time) on the Expiration Date. In addition, if we have not accepted your Shares for payment by the end of August 24, 2015, which is the 60th day after the date of the commencement of the Offer, you may withdraw them at any time after that date until we accept your Shares for payment. See Section 4 — “Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, bank or other nominee, you must instruct the broker, bank or other nominee to arrange for the withdrawal of your Shares.

See Section 4 — “Withdrawal Rights.”

Has the Offer been approved by the Company’s board of directors?

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See the “Introduction” and Section 10 — “Background of the Offer; Past Contacts or Negotiations with Dealertrack.” A more complete description of the reasons of Dealertrack’s board of directors’ approval of the Offer and the Merger is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 of Dealertrack.

If the Offer is completed, will Dealertrack continue as a public company?

No. As soon as practicable following consummation of the Offer, we expect to complete the Merger pursuant to applicable provisions of Delaware law and the Merger Agreement, after which the Surviving Corporation will be a wholly owned subsidiary of Parent and the Shares will no longer be publicly traded. In addition, immediately following the consummation of the Merger we expect to cause the Surviving Corporation to delist the Shares from NASDAQ.

See Section 13 — “Certain Effects of the Offer.”

Will the Offer be followed by the Merger if all of the Shares are not tendered in the Offer?

If the Minimum Condition is satisfied and we accordingly acquire at least a majority of the outstanding Shares in the Offer then, in accordance with the terms of the Merger Agreement, we will complete the Merger without a vote of the stockholders of Dealertrack pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). If the Minimum Condition is not satisfied, pursuant to the Merger Agreement we are not required to accept the Shares for purchase or consummate the Merger and we are not permitted to accept the Shares tendered without the Company’s consent.

Under the applicable provisions of the Merger Agreement, the Offer and the DGCL, stockholders of Dealertrack (i) will not be required to vote on the Merger, (ii) will be entitled to seek appraisal rights under Delaware law in connection with the Merger if they do not tender Shares in the Offer and (iii) will, if they do not validly exercise appraisal rights under Delaware law, receive the same cash consideration, without interest and less any applicable withholding taxes, in the Merger for their Shares as was payable in the Offer (the “Merger Consideration”).

See Section 11 — “The Merger Agreement,” Section 12 — “Purpose of the Offer; Plans for Dealertrack — Merger Without a Stockholder Vote” and Section 17 — “Appraisal Rights.”

What is the market value of my Shares as of a recent date?

On June 12, 2015, the trading day before the public announcement of the execution of the Merger Agreement and the terms of the Offer and the Merger, the reported closing sales price of the Shares on NASDAQ was $39.85. On June 25, 2015, the last full trading day before the commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $62.71. We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares.

See Section 6 — “Price Range of Shares; Dividends.”

Will I be paid a dividend on my Shares during the pendency of the Offer?

The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, Dealertrack will not declare, set aside, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the capital stock of Dealertrack.

See Section 6 — “Price Range of Shares; Dividends.”

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Will I have appraisal rights in connection with the Offer?

No appraisal rights will be available to you in connection with the Offer. However, if we accept Shares in the Offer and the Merger is completed, stockholders will be entitled to appraisal rights in connection with the Merger if they did not tender Shares in the Offer, subject to and in accordance with the DGCL. Stockholders must properly perfect their right to seek appraisal under the DGCL in connection with the Merger in order to exercise appraisal rights.

See Section 17 — “Appraisal Rights.”

What will happen to my stock options in the Offer?

The Offer is made only for Shares and is not made for any stock options to purchase Shares, including options that were granted under certain Dealertrack equity compensation plans. If you hold a stock option to purchase Shares that is exercisable you may, in accordance with the terms and conditions governing such stock option, and, subject to any applicable blackout period(s), exercise the stock option for Shares and thereafter participate in the Offer, subject to the terms and conditions governing the Offer. Any stock options which remain outstanding and unexercised as of the Effective Time shall be treated as provided in accordance with the Merger Agreement.

See Section 11 — “The Merger Agreement — Merger Agreement — Treatment of Company Options.”

What will happen to my restricted stock unit awards in the Offer?

The Offer is made only for Shares and is not made for any award of restricted stock units that was granted under certain Dealertrack equity compensation plans. Any award of restricted stock units outstanding as of the Effective Time shall be treated as provided in accordance with the Merger Agreement.

See Section 11 — “The Merger Agreement — Merger Agreement — Treatment of Company Share Units.”

What will happen to my performance share unit awards in the Offer?

The Offer is made only for Shares and is not made for any award of performance share units that was granted under certain Dealertrack equity compensation plans. Any award of performance share units outstanding as of the Effective Time shall be treated as provided in accordance with the Merger Agreement.

See Section 11 — “The Merger Agreement — Merger Agreement — Treatment of Company Share Units.”

What will happen to my deferred share unit awards in the Offer?

The Offer is made only for Shares and is not made for any award of deferred share units that was granted under certain Dealertrack equity compensation plans. Any award of deferred share units outstanding as of the Effective Time shall be treated as provided in accordance with the Merger Agreement.

See Section 11 — “The Merger Agreement — Merger Agreement — Treatment of Company Share Units.”

What are the material United States federal income tax consequences of the Offer and the Merger?

The receipt of cash in exchange for your Shares pursuant to the Offer or the Merger generally will be a taxable transaction for United States federal income tax purposes. However, the tax consequences of the Offer or Merger will depend on your particular circumstances so we urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer and the Merger.

See Section 5 — “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax consequences of the Offer and the Merger.

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Who should I call if I have questions about the Offer?

You may call Innisfree M&A Incorporated toll-free at (877) 456-3463. Banks and brokers may call toll-free at (888) 750-5834. Innisfree M&A Incorporated is acting as the information agent (the “Information Agent”) for our tender offer. See the back cover of this Offer to Purchase for additional contact information.

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INTRODUCTION

To the Holders of Shares of Common Stock of Dealertrack Technologies, Inc.:

Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation (which we refer to as “Parent”) is offering to purchase for cash all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation (which we refer to as “Dealertrack” or the “Company”), at a purchase price of $63.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with this Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).

We are making the Offer pursuant to an Agreement and Plan of Merger, dated as of June 12, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Dealertrack. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Dealertrack (the “Merger”), with Dealertrack continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) in the treasury of Dealertrack or by Parent or Purchaser, which Shares shall be canceled and shall cease to exist and no consideration or payment shall be delivered in connection therewith, (ii) by a wholly owned subsidiary of Dealertrack or Parent (other than Purchaser) or a wholly owned subsidiary of Purchaser, which Shares shall be converted into shares of the Surviving Corporation representing the same percentage ownership in the Surviving Corporation that such holder owned in Dealertrack prior to the Effective Time, or (iii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically converted into the right to receive $63.25 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. As a result of the Merger, Dealertrack will cease to be a publicly traded company and will become wholly owned by Parent. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement,” which also contains a discussion of the treatment of Dealertrack’s equity and equity-based compensation awards.

Tendering stockholders who are record owners of their Shares and who tender directly to American Stock Transfer & Trust Company, LLC (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, bank or other nominee should consult such institution as to whether it charges any service fees or commissions.

required to file a Premerger Notification and Report Form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice in connection with the purchase of Shares in the Offer, which filings were made on June 19, 2015. The Governmental Authority Condition requires that no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the Merger illegal or otherwise prohibiting, restraining or preventing the consummation of the Offer or the Merger. The Representations Condition requires that certain representations and warranties made by the Company in the Merger Agreement be accurate, subject to the materiality and other qualifications set forth in the Merger Agreement. The Covenants Condition requires that Dealertrack materially comply with all material covenants pursuant to the Merger Agreement. The Material Adverse Effect Condition requires that since June 12, 2015, there shall not have occurred and be continuing as of the Expiration Date a Company Material Adverse Effect (or any event, development or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect), as such term is defined under the Merger Agreement. The Offer also is subject to other conditions as described in this Offer to Purchase. See Section 15 — “Conditions to the Offer.”

After careful consideration, the board of directors of Dealertrack, duly and unanimously adopted resolutions (i) declaring that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Dealertrack’s stockholders, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL and (iii) recommending that the stockholders of Dealertrack accept the Offer and tender their Shares to Purchaser in the Offer.

A more complete description of Dealertrack’s board of directors’ reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 of Dealertrack (together with any exhibits and annexes attached thereto, the “Schedule 14D-9”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer; Reasons for the Recommendation of the Board.”

Dealertrack has advised Parent that, as of June 23, 2015, there were (i) 55,123,281 Shares issued and outstanding, and (ii) 9,043,671 Shares authorized and reserved for future issuance under certain of Dealertrack’s equity compensation plans including, as of June 23, 2015, outstanding stock options (excluding outstanding options under Dealertrack’s employee stock purchase plan) to purchase 2,401,008 Shares, 1,038,016 Shares reserved for issuance upon settlement of outstanding Company restricted stock unit awards, 303,118 Shares reserved for issuance upon settlement of outstanding Company performance share unit awards (which number is based on the maximum percentage for all such awards), 70,097 shares reserved for issuance upon settlement of outstanding Company deferred share unit awards and 1,011,675 Shares eligible for issuance under Dealertrack’s employee stock purchase plan. As of June 23, 2015, assuming the Offer expired on that date, the Minimum Condition would be satisfied if at least approximately 27,561,641 Shares are validly tendered and not validly withdrawn.

Pursuant to the Merger Agreement, the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Purchaser immediately prior to the Effective Time, and the officers of the Surviving Corporation shall consist of the officers of the Company immediately prior to the Effective Time, in each case unless Parent in its sole discretion elects prior to the Effective Time to appoint other persons to such positions.

This Offer to Purchase does not constitute a solicitation of proxies, and Purchaser is not soliciting proxies in connection with the Offer or the Merger. If the Minimum Condition is satisfied and Purchaser consummates the Offer, Purchaser will consummate the Merger under the DGCL without a vote of the stockholders of Dealertrack.

Certain United States federal income tax consequences of the sale of Shares pursuant to the Offer and the exchange of Shares pursuant to the Merger are described in Section 5 — “Certain United States Federal Income Tax Consequences.”

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

THE TENDER OFFER

1. Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered by the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.”

Acceptance and payment for Shares pursuant to and subject to the conditions of the Offer is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs, which shall be July 24, 2015, unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” Under the terms of the Merger Agreement, the Effective Time will occur on the Offer Closing Date.

The Offer is conditioned upon, among other things, (a) the Termination Condition and (b) the satisfaction of (i) the Minimum Condition, (ii) the Antitrust Law Condition, (iii) the Governmental Authority Condition, (iv) the Representations Condition, (v) Covenants Condition and (vi) the Material Adverse Effects Condition, and the other conditions described in Section 15 — “Conditions to the Offer.”

We have agreed in the Merger Agreement that, subject to our rights to terminate the Merger Agreement in accordance with its terms, Purchaser must extend the Offer (i) on one or more occasions, for successive periods of up to 5 business days each (or up to 20 business days if Parent so elects and the Company consents in writing prior to such extension) in order to enable the Offer Conditions to be satisfied and (ii) for any period required by applicable law or any applicable rules, regulations, interpretations or positions of the SEC or its staff or The NASDAQ Stock Market, LLC (“NASDAQ”). In no event will Purchaser be required, or permitted without the Company’s consent, to extend the Offer beyond March 15, 2016 (the “Outside Date”) unless at such time (i) all of the conditions to the Offer are satisfied (except the Antitrust Law Condition, the Governmental Authority Condition and other conditions that are to be satisfied at the Offer Closing), then the Offer may be extended up to an additional 60 days in accordance with the Merger Agreement or (ii) Parent is in material breach of the Merger Agreement and such material breach has caused or resulted in the Offer not being consummated by such date.

Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Dealertrack, we are not permitted to, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition, the Antitrust Law Condition or the Governmental Authority Condition, (v) add any condition to the Offer or any term that is adverse to holders of Shares, (vi) extend the expiration of the Offer except as required or permitted by the Merger Agreement, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Shares.

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing press releases and making any appropriate filings with the SEC.

If we extend the Offer, are delayed in our acceptance for payment of, or payment (whether before or after our acceptance for payment of Shares) for, Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the changes in terms or information. In a published release, the SEC has stated that, in its view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and that if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum period of ten business days may be required to allow for adequate dissemination to stockholders and investor response.

If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration.

Pursuant to the terms of the Merger Agreement, we are not permitted to provide a subsequent offering period for the Offer without prior written approval of Dealertrack.

We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Conditions to the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement — Merger Agreement — Termination.”

Immediately following the purchase of Shares in the Offer, in accordance with the terms of the Merger Agreement, we will complete the Merger without a vote of the stockholders of Dealertrack pursuant to Section 251(h) of the DGCL.

Dealertrack has provided us with its stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the stockholder list of Dealertrack and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares.

Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Conditions to the Offer,” we will accept for payment and pay for Shares validly tendered and not properly withdrawn pursuant to the Offer on or promptly after the Expiration Date. If we, with the prior written approval of

Dealertrack, commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act and the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 — “Certain Legal Matters; Regulatory Approvals.”

In all cases, we will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as described below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The term “Agent’s Message” means a message, transmitted by DTC to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as paying agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. Under no circumstances will we pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment for Shares.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at DTC), promptly following the expiration or termination of the Offer.

3. Procedures for Accepting the Offer and Tendering Shares.

Valid Tenders. In order for a stockholder to validly tender Shares pursuant to the Offer, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (A) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address, (B) such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary or (C) the tendering stockholder must comply with the guaranteed delivery procedures described below under “— Guaranteed Delivery”, in each case by the Expiration Date.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date. Delivery of documents to DTC does not constitute delivery to the Depositary.

Guaranteed Delivery. If you wish to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the Depositary by the Expiration Date or cannot complete the procedure for delivery by book-entry transfer on a timely basis, you may nevertheless tender such Shares if all of the following conditions are met:

•

such tender is made by or through an Eligible Institution (as defined below);

•

a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by us with this Offer to Purchase (or substantially the same form) is received by the Depositary (as provided below) by the Expiration Date; and

•

the Share Certificates (or a Book-Entry Confirmation ) evidencing all tendered Shares, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal with any required signature guarantee (or an Agent’s Message) and any other required documents, are received by the Depositary within three (3) NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be transmitted by overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution (as defined below) using the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser (or substantially the same form).

Guarantee of Signatures. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name of a person other than the registered holder, then the Share Certificate must be endorsed or accompanied by duly executed stock powers, in either case signed exactly as the name of the registered holder appears on the Share Certificate, with the signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery of all such documents will be deemed made (and the risk of loss and the title of Share Certificates

will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery by the Expiration Date.

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been waived or cured within such time as Purchaser shall determine. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Appointment. By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting, consent and other rights with respect to such Shares and other related securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the Company’s stockholders, actions by written consent in lieu of any such meeting, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of the Company’s stockholders.

Information Reporting and Backup Withholding. Payments made to stockholders of Dealertrack in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding on the cash received pursuant to the Offer or Merger. To avoid backup withholding, U.S. stockholders that do not otherwise establish an exemption should complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a United States person, that the taxpayer identification number (generally a social security number, in the case of an individual, or employer identification number in the case of other stockholders) provided is correct, and that such stockholder is not subject to backup

withholding. To avoid backup withholding, foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such foreign stockholders should consult a tax advisor to determine which Form W-8 is appropriate.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a stockholder’s U.S. federal income tax liability, provided the required information is timely furnished in the appropriate manner to the IRS.

4. Withdrawal Rights.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time by the Expiration Date.

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal subject to applicable law as applied by a court of competent jurisdiction, and our determination will be final and binding. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5. Certain United States Federal Income Tax Consequences.

The following is a general summary of the material United States federal income tax consequences of the Offer and the Merger to U.S. Holders (as defined below) of Dealertrack whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. The summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

The summary applies only to U.S. Holders who hold Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address the application of the Medicare tax on net investment income under Section 1411 of the Code, nor does it address any foreign, state or local tax consequences of the Offer or the Merger. In addition, this summary does not address United States federal taxes other than income taxes. Further, this discussion does not purport to consider all aspects of United States federal income taxation that may be relevant to a holder in light of its particular circumstances, or that may apply to a holder that is subject to special treatment under the United States federal income tax laws (including, for example, but not limited to, foreign taxpayers, small business investment companies, regulated investment companies, real estate investment trusts, S corporations, controlled foreign corporations, passive foreign investment companies, cooperatives, banks and certain other financial institutions, insurance companies, tax-exempt organizations, retirement plans, stockholders that are, or hold Shares through, partnerships or other pass-through entities for United States federal income tax purposes, U.S. Holders whose functional currency is not the United States dollar, dealers or brokers in securities or foreign currencies, traders that mark-to-market their securities, expatriates and former long-term residents of the United States, persons subject to the alternative minimum tax, stockholders holding Shares that are part of a straddle, hedging, constructive sale or conversion transaction, stockholders who receive cash pursuant to the exercise of appraisal rights, and stockholders who received Shares pursuant to the exercise or settlement of employee stock options, stock purchase rights, restricted stock units or stock appreciation rights, as restricted stock, or otherwise as compensation).

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for United States federal income tax purposes, is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or an entity treated as a corporation for United States federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate that is subject to United States federal income tax on its income regardless of its source; or (iv) a trust, if (A) a United States court is able to exercise primary supervision over the trust’s administration and one or more United States persons, within the meaning of Section 7701(a)(30) of the Code, have authority to control all of the trust’s substantial decisions or (B) the trust has validly elected to be treated as a United States person for United States federal income tax purposes. This discussion does not address the tax consequences to stockholders who are not U.S. Holders.

If a partnership, or another entity treated as a partnership for United States federal income tax purposes, holds Shares, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the partnership’s activities. Accordingly, partnerships or other entities treated as partnerships for United States federal income tax purposes that hold Shares, and partners or members in those entities, are urged to consult their tax advisors regarding the specific United States federal income tax consequences to them of the Offer and the Merger.

Because individual circumstances may differ, each stockholder should consult its, his or her own tax advisor to determine the applicability of the rules discussed below and the particular tax consequences of the Offer and the Merger on a beneficial owner of Shares, as well as any consequences arising under the alternative minimum tax and any state, local and foreign tax laws.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction to U.S. Holders for United States federal income tax purposes. In general, a U.S. Holder who exchanges Shares for cash pursuant to the Offer or the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Shares exchanged. Gain or loss will be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction). Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if a U.S. Holder’s holding period for such Shares is more than one year at the time of the exchange of Shares pursuant to the Offer or the Merger, as the case may be. Long-term capital gain recognized by a non-corporate U.S. Holder is generally taxable at a reduced rate. The deductibility of capital losses is subject to certain limitations.

A stockholder who exchanges Shares pursuant to the Offer or the Merger is subject to information reporting and may be subject to backup withholding unless certain information is provided to the Depositary or an exemption applies. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

6. Price Range of Shares; Dividends.

The Shares currently trade on NASDAQ under the symbol “TRAK”. Dealertrack advised Parent that, as of June 23, 2015, there were (i) 55,123,281 Shares issued and outstanding, and (ii) 9,043,671 Shares authorized and reserved for future issuance under certain of Dealertrack’s equity compensation plans including, as of June 23, 2015, outstanding stock options (excluding outstanding options under Dealertrack’s employee stock purchase plan) to purchase 2,401,008 Shares, 1,038,016 Shares reserved for issuance upon settlement of outstanding Company restricted stock unit awards, 303,118 Shares reserved for issuance upon settlement of outstanding Company performance share unit awards (which number is based on the maximum percentage for all such awards), 70,097 shares reserved for issuance upon settlement of outstanding Company deferred share unit awards and 1,011,675 Shares eligible for issuance under Dealertrack’s employee stock purchase plan. In addition, (i) as of June 23, 2015, 3,450,168 Shares were held in treasury and (ii) no Shares were held by a subsidiary of Dealertrack.

The table below sets forth, for the periods indicated, the high and low sale prices per Share for each quarterly period within the three preceding fiscal years, as reported on NASDAQ, and the cash dividends declared per share for each such quarterly period.


	High		Low		Cash Dividends Declared
Year Ended December 31, 2012
First Quarter	$	31.90	$	25.79	$	—
Second Quarter		31.98		25.20		—
Third Quarter		30.77		26.88		—
Fourth Quarter		29.09		23.31		—
Year Ended December 31, 2013
First Quarter	$	33.62	$	28.62	$	—
Second Quarter		36.00		26.28		—
Third Quarter		42.91		35.00		—
Fourth Quarter		50.30		36.66		—
Year Ended December 31, 2014
First Quarter	$	58.84	$	42.61	$	—
Second Quarter		50.04		38.12		—
Third Quarter		47.46		36.43		—
Fourth Quarter		50.59		38.67		—
Year Ended December 31, 2015
First Quarter	$	45.35	$	36.76	$	—
Second Quarter (through June 23, 2015)		63.19		36.85		—

On June 12, 2015, the trading day before the public announcement of the execution of the Merger Agreement and the terms of the Offer and the Merger, the reported closing sales price of the Shares on NASDAQ was $39.85. On June 25, 2015, the last full trading day before the commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $62.71. Stockholders are encouraged to obtain a recent market quotation for Shares before deciding whether to tender Shares.

The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, Dealertrack will not, and will not allow its subsidiaries to, declare, set aside, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the capital stock of Dealertrack or any subsidiary of Dealertrack, subject to limited exceptions.

7. Certain Information Concerning Dealertrack.

Except as specifically set forth herein, the information concerning Dealertrack contained in this Offer to Purchase has been taken from or is based upon information furnished by Dealertrack or its representatives or upon publicly available documents and records on file with the SEC and other public sources. You should consider the summary information set forth below in conjunction with the more comprehensive financial and other information in Dealertrack public filings with the SEC (which may be obtained and inspected as described below) and other publicly available information.

General. Dealertrack was incorporated as a Delaware corporation in August 2001. Dealertrack’s principal offices are located at 1111 Marcus Ave., Suite M04, Lake Success, NY 11042 and its telephone number is (516) 734-3600. The following description of Dealertrack and its business has been taken from Dealertrack’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and is qualified in its entirety by reference to such Form 10-K. Dealertrack provides web-based software solutions and services that enhance efficiency and profitability for all major segments of the automotive retail industry, including dealers, lenders, OEMs, third-party retailers, aftermarket providers and other service providers.

Available Information. The Shares are registered under the Exchange Act. Accordingly, Dealertrack is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning Dealertrack’s directors and officers, their remuneration, stock options granted to them, the principal holders of Dealertrack’s securities, any material interests of such persons in transactions with Dealertrack and other matters is required to be disclosed in proxy statements, the most recent one having been filed with the SEC on April 22, 2015 and distributed to Dealertrack’s stockholders on April 22, 2015. Certain of this information also will be available in the Schedule 14D-9. Such reports, proxy statements and other information are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at the address above. The SEC also maintains a web site on the Internet at www.sec.gov that contains reports, proxy statements and other information regarding registrants, including Dealertrack, that file electronically with the SEC.

Stockholders are encouraged to review Dealertrack’s Schedule 14D-9 carefully and in its entirety before deciding whether to tender Shares.

8. Certain Information Concerning Parent and Purchaser.

Parent and Purchaser. Parent is a Delaware corporation. Parent’s business owns, among other assets and operations, all of the outstanding equity interests in, among other entities, AutoTrader.com, Inc., Kelley Blue Book, Inc., Manheim Remarketing, Inc., Manheim Investments, Inc., vAuto, Inc., VINSolutions, Inc., Xtime, Inc., HomeNet, Inc. and NextGear Capital, Inc. Parent is a leading provider of products and services that span the automotive ecosystem worldwide. Headquartered in Atlanta, Georgia, Parent employs nearly 24,000 employees in over 150 locations worldwide. Parent partners with more than 40,000 dealers and touch over 67 percent of all car buyers in the U.S..

Purchaser is a Delaware corporation formed on June 10, 2015 solely for the purpose of completing the proposed Offer and Merger and has conducted no business activities other than those related to the structuring and negotiation of the Offer and the Merger in connection with the Offer and the Merger. Purchaser has minimal assets and liabilities other than the contractual rights and obligations related to the Merger Agreement. Upon the completion of the Merger, Purchaser’s separate corporate existence will cease and Dealertrack will continue as the Surviving Corporation. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in activities other than

those incidental to its formation and capitalization and the transactions contemplated by the Offer and the Merger. Purchaser is a wholly owned subsidiary of Parent.

The business address of each of Parent and Purchaser is 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. The business telephone number for each of Parent and Purchaser is (678) 645-0000.

The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Parent and Purchaser are listed in Schedule I to this Offer to Purchase.

During the last five years, none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

Except as described above or in Schedule I hereto, (i) none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent or Purchaser or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (ii) none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons or entities referred to in Schedule I hereto nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in respect of any Shares during the past 60 days.

Except as provided in the Merger Agreement or as otherwise described in this Offer to Purchase, none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Dealertrack (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies, consents or authorizations).

Except as set forth in this Offer to Purchase, none of Purchaser, Parent or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I hereto, has had any business relationship or transaction with Dealertrack or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, there have been no material contacts, negotiations or transactions between Parent or any of its subsidiaries or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Dealertrack or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by Parent and Purchaser with the SEC, are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at the address above. The SEC also maintains a web site on the Internet at www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that Purchaser has filed electronically with the SEC.

9. Source and Amount of Funds.

The Offer is not conditioned upon Parent’s or Purchaser’s ability to obtain financing. We estimate that we will need approximately $4.7 billion to complete the Offer and the Merger, to repay, repurchase or pay the conversion price with respect to certain existing indebtedness of Dealertrack, and to pay related transaction fees and expenses. Parent has significant assets and operations, including owning all of the outstanding equity interests in, among other entities, AutoTrader.com, Inc., Kelley Blue Book, Inc., Manheim Remarketing, Inc., Manheim Investments, Inc., vAuto, Inc., VINSolutions, Inc., Xtime, Inc., HomeNet, Inc. and NextGear Capital, Inc. Parent expects that it will have at the completion of the Offer and the closing of the Merger access to sufficient cash to fund such purposes from all or a combination of the following: operations of CEI and its subsidiaries, issuances by CEI of commercial paper, borrowings by CEI under its existing bank facility with JPMorgan Chase Bank, N.A., as administrative agent, borrowings by CEI under a new $1.85 billion unsecured bank term loan to be arranged by Citigroup Global Markets Inc., proceeds of $750 million common equity investment from investment funds affiliated with BDT Capital Partners or other sources, including borrowings by CEI under a $1.85 billion unsecured bridge loan commitment provided by Citigroup Global Markets Inc. Commitments under qualifying definitive documentation with respect to the $1.85 billion bank term loan will replace the bridge loan commitments. Parent expects to receive the $750 million common equity investment from investment funds affiliated with BDT Capital Partners, as described below.

Bridge Loan Commitment

CEI has received a commitment letter, dated as of June 12, 2015 (as amended, supplemented or otherwise modified from time to time, the “Debt Commitment Letter”), from Citigroup Global Markets Inc. on behalf of itself and Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates (the “Debt Financing Source”) pursuant to which the Debt Financing Source made loan commitments to CEI for the purpose of financing a portion of the funds required to complete the Offer and the Merger, repay certain indebtedness of the Company and pay related transaction costs.

Pursuant to the Debt Commitment Letter, the Debt Financing Source has committed to provide, subject to the terms and conditions of the Debt Commitment Letter, a senior unsecured bridge loan facility in the aggregate principal amount of $1.85 billion (the “Bridge Facility”). Commitments under qualifying definitive documentation with respect to a $1.85 billion bank term loan to be arranged by Citigroup Global Capital Markets Inc. will replace the commitments under the Bridge Facility.

The commitment of the Debt Financing Source with respect to the Bridge Facility terminates on the earliest of (a) the date the Bridge Facility documentation become effective, (b) the date on which (i) the Merger Agreement is terminated or expires in accordance with its terms or (ii) CEI informs the Debt Financing Source in writing, or makes a public announcement, that CEI has abandoned its pursuit of the Merger and (c) March 15, 2016 (or, if extended pursuant to the Merger Agreement, such extended date).

Conditions Precedent to the Bridge Loan Commitments

The availability of the Bridge Facility is subject to, among other things:

•

the consummation simultaneously (or substantially simultaneously or concurrently) with the funding of the Bridge Facility of the Merger in accordance with the terms of the Merger Agreement (without giving effect to any amendment or modification, and no waiver of a condition by the Borrower or granting of consent by the Borrower, that is materially adverse to the Debt Financing Source of the lenders without the Debt Financing Source’s prior written consent);

•

the absence of any “Company Material Adverse Effect” (defined in a manner consistent with the definition of “Company Material Adverse Effect” in the Merger Agreement) other than as disclosed in certain circumstances;

•

the delivery of certain historical financial information;

•

certain specified representations and warranties being true and correct in all material respects; and

•

the repayment of all principal amounts outstanding under the Credit Agreement dated February 28, 2014 among the Company, Dealertrack Canada, Inc., and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Terms of the Bridge Loan

The Bridge Facility is a $1.85 billion unsecured bridge loan that will mature 364 days after the date of the consummation of the Merger. CEI is the borrower under the Bridge Facility. Loans under the Bridge Facility will bear interest, at the option of the borrowers thereunder, at a rate equal to adjusted LIBOR or an alternate base rate, in each case subject to a 0% floor plus a spread that is dependent on CEI’s debt rating. CEI will be permitted to make voluntary prepayments with respect to the Bridge Facility at any time, without premium or penalty (other than customary LIBOR breakage costs, if applicable). The Bridge Facility will contain customary representations and warranties and customary affirmative and negative covenants consistent with those contained in CEI’s existing credit agreement, including, among other things, restrictions on subsidiary indebtedness (with a carveout for certain indebtedness of Dealertrack), loans and advances and investments in unrestricted subsidiaries, mergers, consolidations and disposition of assets, liens and restricted payments and transactions with affiliates. The Bridge Facility will contain a minimum ratio of consolidated operating cash flow to consolidated interest expense and a maximum leverage ratio. Compliance with the minimum ratio of consolidated operating cash flow to consolidated interest expense will not be required if the debt rating of CEI is above a specified threshold. The Bridge Facility will also include customary events of defaults.

The foregoing summary of certain provisions of the Debt Commitment Letter and all other provisions of the Debt Commitment Letter discussed herein are qualified by reference to the full text of the Debt Commitment Letter, a copy of which is filed as Exhibit (b)(1) to the Schedule TO and incorporated herein by reference.

BDT Equity Investment

In connection with the Merger, investment funds affiliated with BDT Capital Partners (collectively, “BDTCP”) have agreed to make, in the aggregate, a $750 million common equity investment in Parent (the “Initial Investment”), representing approximately a minority of the fully-diluted common stock of Parent. BDTCP and Parent expect to consummate the Initial Investment contemporaneously with the Offer Closing, and the proceeds from the Initial Investment will be used to settle a portion of the payment for shares of Dealertrack common stock tendered in the Offer.

BDTCP’s obligation to complete the Initial Investment is conditioned on: (a) definitive documentation with respect to the Initial Investment (including a purchase agreement and a shareholders agreement) having been entered into on terms reasonably satisfactory to BDTCP, (b) Acquisition Sub having received the proceeds from the debt financing as contemplated by the Merger Agreement in an amount sufficient, together with the Initial Investment and the other funds immediately available to Parent, to pay the total consideration required by the Offer and the Merger, (c) the Merger Agreement continuing in effect, and (d) the satisfaction of the conditions to the Offer.

10. Background of the Offer; Past Contacts or Negotiations with Dealertrack.

The following is a description of contacts between representatives of Parent or Purchaser and representatives of Dealertrack that resulted in the execution of the Merger Agreement and the other agreements related to the Offer. The chronology below covers only the key events leading up to the execution of the Merger Agreement and the other agreements related to the Offer, and does not purport to catalogue every conversation between representatives of Parent or Purchaser and representatives of Dealertrack. For a review of Dealertrack’s activities relating to these contacts, please refer to the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the Offer and Merger; Reasons for Recommendation.”

Parent and Purchaser have no knowledge that the information provided by Dealertrack set forth below regarding Dealertrack and meetings or discussions in which Parent, Purchaser and their affiliates or representatives did not participate is untrue or incomplete in any material respect.

Background of the Offer

Members of Parent’s management over time have reviewed and discussed business, operational and strategic plans to enhance and complement Parent’s business units, including potential strategic partnerships, commercial opportunities, or other transactions with Dealertrack and other automotive industry companies.

In June 2013, Sanford Schwartz, President of Parent, and Mark F. O’Neil, Chairman and Chief Executive Officer of Dealertrack met to discuss the industry generally and possible partnership opportunities. During the course of that meeting, Mr. Schwartz also inquired generally as to Dealertrack’s interest in a potential transaction at some future date, but the discussions concerning a transaction were not specific in nature and proceeded no further at that time.

In January 2014, following industry meetings at the National Auto Dealers Association (“NADA”) conference, representatives of Parent’s various business units began discussions with representatives of Dealertrack’s business units to explore potential collaboration opportunities based on their respective product and service offerings.

In April and May, 2014, members of Parent’s senior management team held several meetings to review strategic opportunities in the industry, including the possibility of strategic partnerships or a potential transaction involving Dealertrack. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offerings, representatives of Parent’s management determined to review potential valuation ranges with respect to a potential acquisition of Dealertrack.

In July 2014, Mr. Schwartz and Mr. O’Neil again met in person. At this meeting, Mr. Schwartz made an unsolicited inquiry to Mr. O’Neil as to a possible transaction between the two companies. Mr. O’Neil responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation did not proceed to any specific proposal.

On August 11, 2014, Mr. Schwartz and Mr. O’Neil met at Dealertrack’s offices in Lake Success, New York. Also present at the meeting were Raj Sundaram, Dealertrack’s then Executive Vice President, and Dallas Clement, Executive Vice President and Chief Financial Officer of Parent. The participants engaged in a discussion about possible partnership opportunities between the two companies. Mr. Schwartz reiterated Parent’s general interest in potential avenues for collaborating with Dealertrack.

On August 26, 2014, Citi met with Mr. Clement, and other members of Parent’s and CEI senior management team to discuss preliminary valuation of Dealertrack and other transaction considerations.

During September and October, 2014, representatives of Parent met at various times with management of Parent and CEI to present their findings and receive management feedback on the assumptions associated with the valuation models. In connection with such review, Parent (and Parent’s parent, Cox Enterprises, Inc. (“CEI”)) utilized the advisory services of BDT & Company, LLC (“BDT”), and Citigroup Global Markets, Inc. (“Citi”). BDT and Citi consulted with representatives of Parent in a review of publicly available information to prepare the framework for an analysis of valuation ranges of Dealertrack in November of 2014.

On November 17, 2014, BDT met with Mr. Schwartz, Mr. Clement, and other members of Parent’s and CEI senior management team to discuss the strategic considerations and preliminary valuation analysis in connection with a potential transaction with Dealertrack.

On December 5, 2014 Citi had a discussion with Mr. Clement to discuss process and tactics related to a potenital transaction with Dealertrack.

On December 17, 2014, BDT held a follow up meeting with members of Parent’s senior management to discuss financial models, integration, and certain matters with respect to early stage deal processes.

Between January and March, 2015, representatives of Parent’s senior management team continued to have ongoing meetings internally and with representatives of BDT and Citi to further consider a potential transaction involving Dealertrack.

From January 22 through January 25, 2015, representatives and management of both Parent and Dealertrack met again at the 2015 NADA conference and discussed ongoing and emerging trends in the automotive industry, as well as potential opportunities for collaboration on product and service offerings between Parent and Dealertrack.

On February 12, 2015, following up on the discussions at the January NADA conference, Mr. Schwartz and Mr. O’Neil flew together from Oregon to Dallas, Texas. During the flight Mr. Schwartz, expressed interest, on an unsolicited basis, in acquiring Dealertrack. Mr. O’Neil indicated that Dealertrack was not exploring strategic transactions at that time and was continuing to focus on executing its strategic business plan, but that as the CEO of a public company he would consider any bona fide proposals that would bring appropriate value to stockholders.

On February 26, 2015, Mr. Schwartz called Mr. O’Neil to confirm attendance at a previously scheduled meeting to be held on March 5, 2015 to discuss industry collaboration and ongoing proposals for strategic partnerships. On this call, Mr. Schwartz suggested that the agenda for this meeting include a continuation of the discussion with respect to an acquisition of Dealertrack, including further conversation on information with respect to the Dealertrack business that Parent’s management team could use in connection with their analysis of a potential offer.

On March 5, 2015, Mr. Schwartz and Mr. Clement met with Mr. O’Neil and Mr. Sundaram. Also present at the meeting were Alexander C. Taylor, Executive Vice President of CEI, and, for a short period of time, John Dyer, President of CEI. In response to questions from representatives of Parent regarding Dealertrack’s earnings announcement, Dealertrack management provided additional information with respect to its businesses and financial results. Again, Mr. Schwartz, on an unsolicited basis, reiterated Parent’s general interest in acquiring Dealertrack.

On or about March 16, 2015, Mr. Schwartz and Mr. O’Neil held a meeting at which Mr. Schwartz presented an offer to acquire all outstanding shares for a cash price of $52.50 per share, which would be subject to certain other terms and conditions (the “March 16 Proposal”). Mr. O’Neil indicated that this offer would be of no interest to Dealertrack and that Parent must make a much better offer, suggesting a price per share of $70 or more if Parent wanted to put something compelling in front of the Dealertrack board. Based on Mr. O’Neil’s response, Parent determined to discontinue discussions.

On March 26, 2015, Mr. O’Neil called Mr. Schwartz regarding the March 16 Proposal, and responded that the price offered in the March 16 Proposal was inadequate, but that Mr. O’Neil would share the offer with the Board and get back to Mr. Schwartz at a later date.

In early May, Parent and the Company again resumed discussions with respect to a potential transaction. On May 8, 2015, Mr. O’Neil and Mr. Schwartz spoke by phone. Mr. O’Neil stated that the Board had considered the March 16 Proposal, and had determined that proposal to be inadequate. Mr. O’Neil agreed to meet again with Parent’s management to provide additional information supporting an increase in the offer price.

On May 20, 2015, Mr. O’Neil and Eric D. Jacobs, Executive Vice President, Chief Financial and Administrative Officer of Dealertrack, met with Mr. Schwartz, Joseph Luppino, Senior Vice President and Chief Corporate Development Officer of Parent, and Mr. Clement in Dallas, Texas. At this meeting the participants discussed the Dealertrack business and, in particular, the possible synergies between the companies. On or about the same date, Messrs. Schwartz and O’Neil discussed a price range in between the previous bid and ask per share. Mr. O’Neil subsequently forwarded to Mr. Schwartz analyst feedback describing one-year forecasts with respect to Dealertrack stock, indicating a price from $43 to $63 per share on a standalone basis. Mr. Schwartz indicated he would review any further information Dealertrack wished to provide and respond to Mr. O’Neil.

On or around May 28, 2015, Mr. Schwartz called Mr. O’Neil. Mr. Schwartz again made an unsolicited proposal to Mr. O’Neil, to acquire all of the shares of Dealertrack for an improved price per share of $61.50 in cash. Mr. O’Neil responded that he would present the offer to the Board, and would get back to Mr. Schwartz in a few days.

On June 1, 2015, Mr. Schwartz met with Mr. O’Neil telephonically. Mr. O’Neil stated that the previous offer of $61.50 was inadequate. After further discussion Mr. Schwartz and Mr. O’Neil discussed on a price of $63.25 per share in cash. Mr. O’Neil also stated a request that any break-up fee be no more than 3%, and contract terms that would provide Dealertrack with increased deal certainty in exchange for a two week exclusivity period. The transaction would be structured as a tender offer by Parent or one of its subsidiaries for all of the outstanding shares of Dealertrack. Mr. O’Neil indicated his belief that $63.25 would be an acceptable price, subject to confirmation by his board of directors. Also on June 1, 2015, representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), legal counsel to Parent, and representatives of O’Melveny & Myers LLP (“O’Melveny”), legal counsel to the Company, engaged in negotiations regarding a confidentiality agreement with respect to the consideration and negotiation of the potential transaction. The same day, Wachtell Lipton and O’Melveny also discussed certain high-level transaction terms.

On June 2, 2015, Parent and Dealertrack entered into a confidentiality agreement. Also on June 2, Mr. O’Neil and Mr. Schwartz met in person in New York, New York, to further discuss the proposed transaction.

Between June 2 and June 12, representatives of Parent and Dealertrack, along with their respective legal counsel, began to negotiate a merger agreement to document a transaction structured as a tender offer by Parent for all of the issued and outstanding common shares of Dealertrack and a merger under Section 251(h) of the Delaware General Corporation Law (the “Merger Agreement”). In this period, Parent and Dealertrack continued to finalize confirmatory due diligence in consultation with legal counsel and their respective accounting firms. Mr. O’Neil and Mr. Schwartz also spoke several times by phone on June 3, 4 and 9, concerning the proposed transaction.

On June 3, 2015, a representative of Wachtell Lipton delivered an initial draft of the Merger Agreement to representatives of O’Melveny.

On June 5, 2015, a representative of O’Melveny sent a further draft of the Merger Agreement to representatives of Wachtell Lipton.

On June 6, 2015, representatives of Wachtell Lipton discussed the draft Merger Agreement telephonically with representatives of Parent’s senior management team.

Between June 8 and June 12, 2015, Wachtell Lipton periodically provided additional diligence questions to O’Melveny in connection with Wachtell Lipton’s and Parent’s review of the transaction.

On June 8, 2015, representatives of Wachtell Lipton, Dealertrack and O’Melveny met telephonically to discuss the terms of the draft Merger Agreement. Representatives of O’Melveny also sent a draft of the “Company Disclosure Letter” to the Merger Agreement to representatives of Wachtell Lipton. Also on June 8, 2015, representatives of Dealertrack met with representatives of Parent concerning the proposed transaction, at times with representatives of O’Melveny and Wachtell Lipton present. A representative of BDT also spoke with representatives of Evercore Group, L.L.C. (“Evercore”), Dealertrack’s financial advisor, regarding outstanding issues. Also that evening, Mr. Schwartz spoke by telephone with Mr. O’Neil to discuss similar outstanding issues.

On the evening of June 9, 2015, representatives of Wachtell Lipton engaged in discussions with representatives of O’Melveny regarding the terms of the transaction. Subsequent to those discussions, a representative of Wachtell Lipton delivered a revised draft of the Merger Agreement to representatives of O’Melveny.

Following a series of discussions between representatives of Wachtell Lipton and representatives of O’Melveny, on the afternoon of June 10, 2015, a representative of O’Melveny sent a revised draft of the Merger Agreement, as well as a revised draft of the Company Disclosure Letter, to representatives of Wachtell Lipton. Also on that afternoon, Peter Cassat, Vice President and General Counsel of Parent, and Gary Papilsky, General Counsel and Senior Vice President of Dealertrack, met telephonically to discuss certain intellectual property matters and other diligence matters. Also on or about June 10, 2015, Mr. O’Neil spoke with Mr. Schwartz regarding the status of the Merger Agreement and the proposed transaction, as well as certain matters with respect to deal certainty.

On June 11, 2015, representatives of O’Melveny and representatives of Wachtell Lipton spoke several times by telephone concerning the Merger Agreement. Representatives of Evercore also spoke several times to representatives of BDT concerning the proposed transaction. That same day, Parent’s and CEI’s Board of Directors held a joint meeting during which Parent’s management presented the strategic rationale for the transaction, financial analyses with respect to the synergies of the two companies, and reviewed the terms of the draft Merger Agreement. At the conclusion of this discussion, Parent’s Board of Directors approved the Merger Agreement, the Offer, and the Merger, and authorized Parent’s entry into the Merger Agreement.

On June 12, 2015, representatives of Parent’s management and representatives of Dealertrack’s management, together with their respective legal counsel and financial advisors, worked to finalize the terms of the Merger Agreement and the Company Disclosure Letter. Late on the evening of June 12, 2015, the parties executed the Merger Agreement.

On June 15, 2015, before the opening of trading on NASDAQ, Dealertrack and Parent announced that they had entered into a definitive agreement pursuant to which Parent and Acquisition Sub would commence a tender offer for all of the outstanding common shares of Dealertrack.

Past Contacts, Transactions, Negotiations and Agreements.

For more information on the Merger Agreement and the other agreements between Dealertrack and Purchaser and their respective related parties, see Section 8 — “Certain Information Concerning Parent and Purchaser,” Section 11 — “The Merger Agreement” and Section 12 — “Purpose of the Offer; Plans for Dealertrack.”

11. The Merger Agreement; Other Agreements.

Merger Agreement

The following summary of certain provisions of the Merger Agreement and all other provisions of the Merger Agreement discussed herein are qualified by reference to the Merger Agreement itself, which is incorporated herein by reference. We have filed a copy of the Merger Agreement as Exhibit (d)(1) to the Schedule TO. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8 — “Certain Information Concerning Parent and Purchaser.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement.

The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable, and in any event on or before June 26, 2015. Purchaser’s obligation to accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer.” Subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer on or promptly after the Expiration Date, as may be extended pursuant to the terms of the Merger Agreement. Acceptance of payment for Shares pursuant to and subject to the conditions of the Offer, which shall occur on July 27, 2015 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to herein as the “Offer Closing Date.”

Parent and Purchaser expressly reserve the right to increase the Offer Price, to make other changes in the terms and conditions of the Offer and to waive conditions to the Offer, except that Dealertrack’s prior written approval is required for Parent and Purchaser to:

•

decrease the Offer Price;

•

change the form of consideration payable in the Offer;

•

change the number of Shares to be purchased in the Offer;

•

amend or waive the Minimum Condition, the Termination Condition, the Antitrust Law Condition or the Governmental Authority Condition;

•

add any condition to the Offer or any term that is adverse to the holders of Shares;

•

extend the Expiration Date except as required or permitted by the Merger Agreement;

•

provide for a “subsequent offering period” in accordance with Rule 14d-11 promulgated under the Exchange Act; or

•

modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Shares.

The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer and Parent is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides that:

•

If any Offer Condition has not been satisfied or, to the extent waivable by Parent or Purchaser pursuant to the Merger Agreement, waived by Parent or Purchaser, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive periods of up to 5 business days each (or up to 20 business days if Parent so desires and Dealertrack consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of the Offer Conditions.

•

Purchaser shall extend the Offer for any period or periods required by applicable law or applicable rules, regulations, interpretations or positions of the SEC or its staff or NASDAQ.

•

However, in no event will Purchaser be required, or permitted without the Company’s consent, to extend the Offer beyond the Outside Date, unless at such time Parent is in material breach of the Merger Agreement and such material breach has caused or resulted in the Offer not being consummated by such date.

Purchaser has agreed that it will terminate the Offer promptly upon any termination of the Merger Agreement.

Board of Directors and Officers. Under the Merger Agreement, subject to applicable law, Parent, Purchaser and Dealertrack have agreed to take all necessary action to ensure that the board of directors of Dealertrack immediately prior to the Acceptance Time remains in place until the Effective Time, and that the board of directors of the Surviving Corporation immediately following the Effective Time shall consist of the members of the board of directors of Purchaser immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

From and after the Effective Time, the officers of Dealertrack at the Effective Time, or such other persons as Parent shall select prior to the Effective Time in its sole discretion, shall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable law.

The Merger. The Merger Agreement provides that, as soon as practicable following consummation of the Offer and subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Purchaser will be merged with and into Dealertrack, the separate existence of Purchaser will cease, and Dealertrack will continue as the Surviving Corporation and shall continue to be governed by the laws of the State of Delaware.

From and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of Dealertrack and Purchaser, and all of the claims, obligations, liabilities, debts and duties of Dealertrack and Purchaser shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation.

At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will be amended to be identical to the certificate of incorporation and bylaws of Purchaser, except that the name of the Surviving Corporation shall be Dealertrack Technologies, Inc. until amended in accordance with applicable law and the applicable provisions of the certificate of incorporation and bylaws.

The obligations of Dealertrack and Parent to complete the Merger are subject to the satisfaction or waiver by Dealertrack and Parent of the following conditions:

•

Purchaser shall have accepted for payment, or caused to be accepted for payment, all the Shares validly tendered and not withdrawn in the Offer; and

•

no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting the consummation of the Merger, provided that each party shall have used its reasonable best efforts to oppose any such action by such governmental authority.

Conversion of Capital Stock at the Effective Time. Shares issued and outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of Dealertrack or by Parent or Purchaser, which Shares shall be canceled and shall cease to exist and no consideration or payment shall be delivered in connection therewith, (ii) by a wholly owned subsidiary of Dealertrack or Parent (other than Purchaser) or a wholly owned subsidiary of Purchaser, which Shares shall be converted into shares of the Surviving Corporation representing the same percentage ownership in the Surviving Corporation that such holder owned in Dealertrack prior to the effective time of the Merger, and (iii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”) and subject to any withholding of taxes as required by applicable law.

Each Share that is owned by any direct or indirect wholly owned subsidiary of Dealertrack or any direct or indirect wholly owned subsidiary of Parent (other than Purchaser) or a wholly owned subsidiary of Purchaser shall be converted into such number of shares of common stock of the Surviving Corporation such that the ownership percentage of any such subsidiary in the Surviving Corporation immediately following the Effective Time shall equal the ownership percentage of such subsidiary in Dealertrack immediately prior to the Effective Time.

Each share of Purchaser’s common stock issued and outstanding prior to the Effective Time will be converted into one fully paid share of common stock of the Surviving Corporation and, except for the Shares in the preceding paragraph, will constitute the only outstanding shares of capital stock of the Surviving Corporation.

The holders of certificates or book-entry shares which immediately prior to the Effective Time represented Shares (other than Shares held (i) in the treasury of Dealertrack or by Parent or Purchaser, which Shares shall be canceled and shall cease to exist and no consideration or payment shall be delivered in connection therewith and (ii) by a wholly owned subsidiary of Dealertrack or Parent (other than Purchaser) or a wholly owned subsidiary of Purchaser, which Shares will be converted into shares of the Surviving Corporation as described above) shall cease to have any rights with respect to such Shares other than the right to receive, upon surrender of such certificates or book-entry shares in accordance with the procedures set forth in the Merger Agreement, the Merger Consideration, or, with respect to Shares of a holder who exercises appraisal rights in accordance with Delaware law, the rights set forth in Section 262 of the DGCL.

Treatment of Company Options. As of the Effective Time, each stock option to purchase Shares (or portion thereof) that is outstanding as of the Effective Time, whether vested or unvested, (each, a “Company Option”), will be canceled by virtue of the Merger and without any action on the part of any holder of any Company Option in consideration for the right to receive a cash payment with respect thereto equal to the product of (i) the number of Shares subject to such Company Option as of the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option as of the Effective Time (the “Option Cash Payment”). The Option Cash Payment will be paid, less any required withholding Taxes, as promptly as practicable following the Effective Time. Company Options with an exercise price per Share subject to such Company Option that is equal to or greater than the Merger Consideration will be cancelled for no consideration as of the Effective Time, and the holder thereof will have no further rights with respect thereto.

Treatment of Company Share Unit Awards. As of the Effective Time, each Dealertrack restricted stock unit award, Dealertrack performance share unit award or Dealertrack deferred share unit award (or portion thereof) that is outstanding as of the Effective Time, whether vested or unvested, (each, a “Company Share Unit Award”), shall be canceled by virtue of the Merger without any action on the part of any holder of any Company Share Unit Award in consideration for the right to receive a cash payment equal to the product of (x) the number of Shares subject to such Company Share Unit Award as of the Effective Time and (y) the Merger Consideration (the “Company Share Unit Award Cash Payment”). With respect to any Dealertrack performance share unit award, for the purposes of this section, the total number of Shares subject to such award shall be determined at the target level for any Company performance share unit award that is subject to revenue or total shareholder

return-based metrics for performance periods that have not been completed prior to the Effective Time, and at the level eligible to be paid to the holder based on Dealertrack’s actual revenue or total shareholder return-based performance for performance periods that have been completed prior to the Effective Time (as previously determined for performance periods completed prior to the date of the Merger Agreement and as determined in the ordinary course of business consistent with past practice for performance periods that are completed after the date of the Merger Agreement and prior to the Effective Time). The Company Share Unit Award Cash Payment will be paid, less any required withholding Taxes, as promptly as practicable following the Effective Time; provided, that any payment in respect of a Company Share Unit Award which immediately prior to such cancellation was subject to Section 409A of the Code shall be made on the applicable settlement date for such Company Share Unit Award if required in order to comply with Section 409A of the Code.

Treatment of Company ESPP. The Company Employee Stock Purchase Plan (the “Company ESPP”) will continue to be operated in accordance with its terms and past practice for the Offering Period (as defined in the Company ESPP) in effect as of the date of the Merger Agreement, which is scheduled to end on June 30, 2015 (the “Current Offering Period”). Dealertrack will (i) suspend the commencement of any future Offering Period under the Company ESPP (excepting, for the avoidance of doubt, the Current Offering Period) unless and until the Merger Agreement is terminated in accordance with its terms and (ii) on and after the date of the Merger Agreement, to the extent permitted under the terms of the Company ESPP, no person will become a participant in the Company ESPP and no participant in the Company ESPP will be eligible to increase the level of such participant’s payroll deductions under the Company ESPP.

Representations and Warranties. The Merger Agreement contains various representations and warranties made by Dealertrack to Parent and Purchaser and representations and warranties made by Parent and Purchaser to Dealertrack. The representations and warranties contained in the Merger Agreement were made solely for purposes of the Merger Agreement and as of specific dates, were the product of negotiations among Dealertrack, Parent and Purchaser, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Dealertrack’s, Parent’s or Purchaser’s public disclosures. Some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to stockholders or used for the purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters of fact.

In the Merger Agreement, Dealertrack has made customary representations and warranties to Parent and Purchaser with respect to, among other things:

•

corporate matters related to Dealertrack and its subsidiaries, such as organization, governing documents, standing, qualification, power and authority;

•

its capitalization;

•

authority relative to the Merger Agreement;

•

required consents and approvals, and no violations of organizational or governance documents;

•

permits and licenses and compliance with laws;

•

its financial statements and SEC filings;

•

its disclosure controls and internal controls over financial reporting;

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the conduct of its business and the absence of certain changes;

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the absence of undisclosed liabilities;

•

indebtedness;

•

the absence of litigation;

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employee benefit plans, ERISA matters and certain related matters;

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labor matters;

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intellectual property, technology and privacy matters;

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taxes;

•

material contracts;

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the opinion of its financial advisor;

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brokers’ fees and expenses;

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real property;

•

insurance;

•

environmental health and safety matters;

•

customers and suppliers;

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compliance with anti-corruption and anti-bribery laws;

•

the accuracy of information supplied for purposes of the offer documents and the Schedule 14D-9.

•

compliance with applicable takeover statutes;

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the Company Notes (as described below); and

•

the amendment of its bylaws to include an exclusive forum provision.

Some of the representations and warranties in the Merger Agreement made by Dealertrack are qualified as to “materiality”, “Knowledge” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any change, effect or circumstance that has a material adverse effect on the business, results of operations or financial condition of Dealertrack and its subsidiaries taken as a whole. The definition of “Company Material Adverse Effect” excludes the following and any effect attributable to the following:

(i)

changes in general economic or political conditions or financial, credit or securities markets in general (including changes in interest or exchange rates) in any country or region in which Dealertrack or any of its subsidiaries conducts business;

(ii)

any events, circumstances, changes or effects that affect the industries in which Dealertrack or any of Dealertrack’s subsidiaries operate;

(iii)

any changes in laws applicable to Dealertrack or any of Dealertrack’s subsidiaries or any of their respective properties or assets or changes in United States generally accepted accounting principles (“GAAP”);

(iv)

acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any acts of war, armed hostilities, sabotage or terrorism;

(v)

the negotiation or announcement of, or any action taken that is required, expressly contemplated by the Merger Agreement (including the impact thereon on relationships (contractual or otherwise) with customers, vendors, lenders, employees or other business partners or the identity of Parent of Purchaser), any Divestiture Action (as such term is defined in the Merger Agreement) required under the Merger Agreement, or any action taken at the request of Parent or Purchaser;

(vi)

any changes in the credit rating of Dealertrack or any of its subsidiaries, the market price or trading volume of Shares or any failure by the Company to meet internal or published projections, forecasts, estimates or revenue or earnings predictions or expectations for any period, it being understood that any underlying event causing such changes or failures in whole or in part may be taken into account in determining whether a Company Material Adverse Effect has occurred;

(vii)

any litigation arising from allegations of a breach of fiduciary duty or disclosure violations relating to the Merger Agreement or the transactions contemplated by the Merger Agreement; or

(viii)

earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions, pandemics, manmade disasters and other force majeure events in any region in the world;

except, in the cases of the foregoing clauses (i), (ii), (iii), (iv) or (viii) to the extent that such changes, events, circumstances, effects, acts, escalation or worsening have a materially disproportionate impact on Dealertrack and its subsidiaries relative to other companies in similar industries to those in which Dealertrack and its subsidiaries operate.

In the Merger Agreement, Parent and Purchaser have made customary representations and warranties to Dealertrack with respect to:

•

corporate matters, such as organization, organizational documents, standing, qualification, power and authority;

•

required consents and approvals, and no violations of laws, governance documents or agreements;

•

authority relative to the Merger Agreement;

•

absence of litigation;

•

capitalization of Purchaser;

•

broker’s fees and expenses;

•

available funds to consummate the transactions contemplated by the Merger Agreement;

•

Parent’s most recent balance sheet and Parent’s ownership of certain businesses;

•

ownership of securities of Dealertrack; and

•

the accuracy of information supplied for purposes of the offer documents and the Schedule 14D-9.

Some of the representations and warranties in the Merger Agreement made by Parent and Purchaser are qualified as to “materiality” or “Parent Material Adverse Effect.” For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any change, effect or circumstance that would reasonably be expected to prevent or materially impair or materially delay the ability of Parent or Purchaser to consummate the Merger and the other transactions contemplated by the Merger Agreement.

None of the representations and warranties of the parties to the Merger Agreement contained in the Merger Agreement or in any certificate delivered pursuant to the Merger Agreement survive the Effective Time.

Conduct of Business Pending the Merger. Dealertrack has agreed that, from the date of the Merger Agreement until the Effective Time or until the termination of the Merger Agreement, except as required by law, as agreed in writing by Parent (which consent may not be unreasonably withheld, conditioned or delayed), as expressly required or contemplated by the Merger Agreement or as disclosed prior to execution of the Merger Agreement in Dealertrack’s confidential disclosure letter, the business of Dealertrack and its subsidiaries will be conducted only in the ordinary course of business and in a manner consistent with past practice, and Dealertrack and its subsidiaries shall use their reasonable best efforts to preserve intact Dealertrack’s business organization and the assets of Dealertrack and its subsidiaries, to keep available the services of their current officers, key

employees and key consultants, and to maintain existing relations and goodwill with governmental authorities, material customers, material suppliers, material creditors, material lessors and other persons with which Dealertrack or any of its subsidiaries has significant business relations.

Dealertrack has further agreed that, from the date of the Merger Agreement until the Effective Time or until the termination of the Merger Agreement, except as required by law, as agreed in writing by Parent (which such agreement may not be unreasonably withheld, conditioned or delayed), as expressly required or contemplated by the Merger Agreement or as disclosed prior to execution of the Merger Agreement in Dealertrack’s confidential disclosure letter, Dealertrack will not, among other things and subject to certain exceptions:

•

amend or otherwise change, or permit any of its subsidiaries to amend or otherwise change, the certificate of incorporation or by-laws of Dealertrack or such similar applicable organizational documents of any of its subsidiaries;

•

split, combine, subdivide, reclassify, purchase, redeem, repurchase or otherwise acquire, issue, sell, pledge, dispose, encumber or grant any shares of its or its subsidiaries’ capital stock, any right to receive cash based on the value of its or its subsidiaries’ capital stock, or any options, warrants, convertible or exchangeable securities, stock-based performance units, equity awards denominated in shares of Dealertrack’s capital stock or other rights of any kind to acquire any shares of its or its subsidiaries’ capital stock or other rights to receive any economic interest of a nature accruing to the holders of Shares; provided, however, that (i) Dealertrack may issue shares of common stock upon exercise or settlement of any equity award or Company ESPP purchase right outstanding as of the date of the Merger Agreement in accordance with the terms of such awards in effect as of the date of the Merger Agreement, and (ii) Dealertrack may acquire shares of capital stock in connection with tax withholdings and exercise price settlements upon the exercise of Company Options and vesting of Dealertrack share unit awards, in each case, existing on the date of the Merger Agreement in accordance with the terms of such awards in effect as of the date of the Merger Agreement;

•

declare, set aside, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise with respect to Dealertrack’s or any of its subsidiaries’ capital stock, other than dividends or other distributions paid by any direct or indirect wholly-owned subsidiary of Dealertrack to Dealertrack or any wholly owned subsidiary to its parent;

•

except as required pursuant to any Company Benefit Plan in existence on the date of the Merger Agreement or as required by applicable law:

•

increase the compensation or other benefits payable or to become payable to directors, executive officers, employees or independent contractors of Dealertrack or any of its subsidiaries, except for increases in annual base salary in the ordinary course of business consistent with past practice for employees below the vice president level in connection with promotions or merit pay increases in an amount not to exceed $1.5 million in the aggregate;

•

grant any severance or termination pay to, or enter into any severance agreement with any director, executive officer, employee or independent contractor of Dealertrack or any of its subsidiaries, other than payments of severance benefits pursuant to any Company Benefit Plan in effect as of the date of the Merger Agreement and set forth in Dealertrack’s confidential disclosure letter in the ordinary course of business consistent with past practice;

•

enter into any employment, severance, retention or change of control agreement with any employee or new hire of Dealertrack or any of its subsidiaries (except for (A) employment agreements on customary terms that are terminable on less than thirty (30) days’ notice without payment of severance benefits or penalty or similar payments or (B) ordinary course severance agreements with terminated employees below the vice president level consistent with the terms of Dealertrack’s severance policies in effect as of the date of the Merger Agreement, provided that such severance will be subject to the execution and non-revocation of a release of claims against Dealertrack);

•

establish, adopt, enter into, amend or terminate any Company Benefit Plan or other plan, trust, fund, policy, agreement or arrangement for the benefit of any current or former directors, officers, employees or independent contractors or any of their beneficiaries, except for amendments in the ordinary course of business consistent with past practice that do not in any manner materially increase the cost to Dealertrack or its subsidiaries;

•

take any action to fund or accelerate the payment of compensation or benefits under any Company Benefit Plan;

•

adopt, enter into, establish, amend or terminate any collective bargaining agreement or other arrangement relating to union or organized employees;

•

terminate the employment of any executive officer of Dealertrack, other than for cause; or

•

hire or promote any employee other than hires or promotions in the ordinary course of business consistent with past practice below the level of vice president with a total annual cash compensation (base salary plus annual target bonus opportunity) below $200,000;

•

grant, confer or award options, convertible securities, restricted stock, restricted stock units or other rights to acquire any of Dealertrack’s or its subsidiaries’ capital stock or any right to receive cash based on the value of its subsidiaries’ capital stock, or take any action not otherwise expressly contemplated by the Merger Agreement to accelerate the vesting of or cause to be exercisable any otherwise unvested or unexercisable option or other equity or equity-based award;

•

acquire or permit its subsidiaries to acquire any entity, business or material portion of the assets of any person except for acquisitions of inventory in the ordinary course of business consistent with past practice;

•

incur any indebtedness for borrowed money, or issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company, except for (A) short-term debt incurred pursuant to the Credit Agreement (as defined below) in the ordinary course of business consistent with past practice to fund working capital requirements, and in no event in excess of $5,000,000 in the aggregate, and (B) any indebtedness among the Company and its subsidiaries, or redeem, repurchase, prepay, defease, guarantee, cancel or otherwise acquire for value any such indebtedness, debt securities or warrants or other rights;

•

(i) terminate, modify or amend any material contract or material lease or enter into any contract, agreement or arrangement that would have been a material contract or material lease if entered into prior to the date of the Merger Agreement, in any case, except in the ordinary course of business, (ii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim against the Company or material liability or obligation owing to the Company under any material contract, or (iii) enter into any contract which contains a change of control or similar provision that would require a payment to the other party or parties thereto in connection with the Offer Closing, the Merger, or the other transactions contemplated in the Merger Agreement;

•

make any material change to its methods of accounting for financial accounting purposes in effect at December 31, 2014 other than those changes required by GAAP or applicable law;

•

sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber or subject to any lien (other than liens permitted pursuant to the Merger Agreement) or otherwise dispose of any material portion of its properties or assets, except in the ordinary course of business consistent with past practice;

•

make any loans, advances or capital contributions to or investments in any other person (other than its wholly owned subsidiaries) in excess of $5,000,000 in the aggregate or form any subsidiary;

•

make or change any material Tax election, change any method of Tax accounting, file any material amended Tax Return, or settle or compromise any audit or proceeding relating to a material amount of Taxes;

•

make or permit any of its subsidiaries to make capital expenditures totaling in the aggregate more than $10,000,000 in any calendar month;

•

adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Dealertrack or any of its subsidiaries;

•

release, withdraw, concur with the dismissal of, or settle any claim, action, suit or proceeding by the Company or any of its subsidiaries, other than routine, immaterial matters in the ordinary course of business;

•

settle, pay, discharge or satisfy any claim, action, suit, proceeding or investigation against or regarding Dealertrack or any of its subsidiaries, other than settlements that involve only the payment of monetary damages not in excess of $500,000 individually or $5,000,000 in the aggregate, excluding amounts covered by insurance;

•

cancel or permit to lapse any material intellectual property rights of Dealertrack;

•

amend in a manner that adversely impacts in any material respect the ability to conduct its business, or allow to lapse, any material permits;

•

fail to maintain insurance policies in a form and amount consistent with past practice in all material respects;

•

make any material change to its privacy or data security policies or practices; or

•

agree to do any of the things described in the preceding bullet points.

Access to Information. Until the Effective Time or until the termination of the Merger Agreement, Dealertrack has agreed to provide Parent and its representative with reasonable access during normal business hours to Dealertrack’s employees, properties, books, commitments, contracts and records and other information (including tax returns) as Parent may reasonably request regarding Dealertrack and its subsidiaries, subject to certain exceptions and limitations. The information provided to Parent shall be used solely for the purpose of the Merger and the transactions contemplated thereby and will be subject to the Confidentiality Agreement (as described below).

Directors’ and Officers’ Indemnification and Insurance. The Merger Agreement provides for certain indemnification and insurance rights in favor of any individual who, on or prior to the Effective Time, was an officer or director of Dealertrack or served on behalf of Dealertrack as an officer or director of any of Dealertrack’s subsidiaries or affiliates or any of their predecessors in all of their capacities (including as stockholder, controlling or otherwise) and the heirs, executors, trustees, fiduciaries and administrators of such officer or director, who we refer to as “indemnitees.” Specifically, Parent and Purchaser have agreed that all rights to exculpation, indemnification and advancement for acts or omissions occurring at or prior to the Effective Time existing in favor of the indemnitees as provided in Dealertrack’s or its subsidiaries’ certificate of incorporation or by-laws (or comparable organization documents) or in any agreement shall survive the Merger. Parent and Purchaser have agreed to indemnify, defend and hold harmless, and advance expenses to, indemnitees with respect to all acts or omissions by such persons in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted by applicable law, and to not amend, repeal or otherwise modify the provisions of the certificate of incorporation, bylaws or other equivalent organizational documents of Dealertrack and its subsidiaries as in effect on the date of the Merger Agreement or of indemnification agreements provided to Parent before the date of the Merger Agreement, in any manner that would adversely affect the rights thereunder of an indemnitee.

In addition, for six years following the Effective Time, Parent, the Surviving Corporation and its subsidiaries will (1) indemnify, defend and hold harmless each indemnitee against and from any claims, judgments, fines, damages, liabilities, costs or expenses (including attorneys’ fees) and amounts paid in settlement arising out of or pertaining to any action or omission in such indemnitee’s capacity as a director or officer of Dealertrack, its subsidiaries or affiliates, or the Offer, the Merger, the Merger Agreement and any transactions contemplated thereby; and (2) advance expenses of any indemnitee, subject to repayment if it is ultimately determined that such indemnitee is not entitled to be indemnified.

Prior to the Effective Time, Dealertrack will, and, if Dealertrack is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, purchase a non-cancellable extension of the directors’ and officers’ liability coverage of Dealertrack’s existing directors’ and officers’ insurance policies and its existing fiduciary liability insurance policies, which are commonly referred to as “tail” policies, covering a claims reporting or discovery period of at least six years from the Effective Time with respect to any claim related to any period at or prior to the Effective Time from an insurance carrier with the same or better credit rating as Dealertrack’s current insurance carrier with terms, conditions, retentions and limits of liability that are not less favorable than the coverage provided under Dealertrack’s existing policies, subject to a limit on the premium for such “tail” policy of 250% of the annual premium currently paid by Dealertrack. If “tail” policies have not been obtained as of the Effective Time, the Surviving Corporation shall continue to maintain in effect, for a period of at least six years after the Effective Time, the director and officer insurance in place as of the date of the Merger Agreement with Dealertrack’s current insurance carrier or with an insurance carrier with the same or better credit rating as Dealertrack’s current insurance carrier with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Dealertrack’s existing policies as of the date of the Merger Agreement, or Parent will provide, or cause the Surviving Corporation to provide, for a period of at least six years after the Effective Time, comparable director and officer insurance that provides coverage of the indemnitees for events occurring at or prior to the Effective Time from an insurance carrier with the same or better credit rating as Dealertrack’s current insurance carrier on terms that are no less favorable than Dealertrack’s current policy, subject to a limit on annual premiums of 250% of the annual premium currently paid by Dealertrack for such insurance. In the event that the annual premiums of such insurance coverage exceed this amount, Parent or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

The indemnitees are third party beneficiaries of these provisions of the Merger Agreement.

Appropriate Action; Consents; Filings. Each of Dealertrack, Parent and Purchaser has agreed to cooperate with each other and use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to satisfy the conditions to the Offer and the Merger, including (i) preparing and filing as promptly as practicable with any governmental authority all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining and maintaining all consents, approvals, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority that are necessary, proper or advisable to consummate the Offer and the Merger and (iii) defending against, resisting or contesting of any claims, actions, investigations, lawsuits or other legal proceedings challenging the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement, including seeking to have any stay or temporary restraining order entered by any court or other governmental authority vacated or reversed.

Each of the parties is required to promptly (and in no event later than five business days following the date that the Merger Agreement was executed) make its respective filings under the HSR Act with respect to the transactions contemplated by the Merger Agreement. Under the HSR Act, each of Parent and Dealertrack is required to file a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer, which filings were made on June 19, 2015.

Parent and Purchaser have agreed to take, and to cause their affiliates to take, any and all actions necessary to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws so as to enable the parties to close the transactions contemplated by the Merger Agreement as promptly as practicable, including by agreeing to (i) sell any assets, businesses, product lines or operations, (ii) license or otherwise make available to any person any technology or other intellectual property rights, (iii) terminate any existing relationships, contractual rights or obligations, ventures or other arrangements, (iv) change or modify any course of conduct or otherwise make any commitment regarding present or future assets, businesses, product lines or operations, or (v) otherwise agree to limits on freedom of action or ownership. In no event, however, are Parent, Purchaser or any of their respective affiliates required to propose, negotiate, agree or commit to any of the actions described in the preceding sentence with respect to assets, businesses, product lines or operations of Dealertrack or any of its subsidiaries, or of Parent or any of its subsidiaries, or any combination thereof, that in the aggregate generated total revenues in excess of $120 million in the twelve (12) month period ending December 31, 2014. Each of Parent, Acquisition Sub and the Company has agreed to respond as promptly as possible to any request for additional information or documents received from any governmental authority. In addition, Parent and Purchaser have agreed not take any action that would make it materially more likely that there would arise any impediments under any antitrust law that may be asserted by any governmental authority to the consummation of the Offer or the Merger as soon as practicable.

Public Announcements. Parent and Dealertrack have agreed not to issue any press release or make any other public statement regarding the Merger Agreement, the Offer or the Merger without the prior consent of the other (which shall not be unreasonably withheld, conditioned or delayed), subject to certain exceptions.

Employee Matters. The Surviving Corporation shall provide or cause to be provided to each employee of Dealertrack and its subsidiaries who continues as an employee of the Surviving Corporation or Parent or any of their respective subsidiaries following the Closing Date (a “Continuing Employee”), (i) for a period extending until the earlier of the termination of such Continuing Employee’s employment with such entities or the first anniversary of the Closing Date, a base wage or salary that is no less than that provided to such Continuing Employee immediately prior to the Effective Time, and (ii) for a period extending until the earlier of the termination of such Continuing Employee’s employment with such entities or the last day of the fiscal year of Parent in which the Closing Date occurs, (A) incentive compensation opportunities (excluding equity-based incentive compensation opportunities) that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time, and (B) all other compensation and employee benefits (excluding salary, base wage and incentive opportunities) that are substantially comparable to those provided to each Continuing Employee under the Company Benefit Plans as in effect at the Effective Time.

Parent shall, and shall cause the Surviving Corporation to: (i) waive any applicable pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements in any replacement or successor welfare benefit plan of Parent or the Surviving Corporation that an employee of Dealertrack or any of its subsidiaries is eligible to participate in immediately following the Effective Time to the extent such exclusions or waiting periods were inapplicable to, or had been satisfied by, such employee immediately prior to the Effective Time under the relevant Company Benefit Plan in which such employee participated; (ii) provide each such employee with credit for any co-payments and deductible paid prior to the Effective Time (to the same extent such credit was given under the analogous Dealertrack compensation or benefit plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements; and (iii) to the extent that any Continuing Employee is eligible to participate in any employee benefit plan of Parent, the Surviving Corporation or any of their subsidiaries following the Effective Time, cause such plan to recognize the service of such Continuing Employee with the Company and its subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting, vacation entitlement and severance benefits (but not for benefit accrual under any defined benefit or, for any purpose under any retiree welfare plan) to the same extent such service was recognized by Dealertrack and its subsidiaries under any similar Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time; provided, that the foregoing shall not

apply to the extent it would result in any duplication of benefits for the same period of service or with respect to any newly established employee benefit of Parent, the Surviving Corporation or any of their subsidiaries for which service is not taken into account for employees of Parent or any of its Affiliates.

With respect to any Continuing Employee whose employment is terminated by Parent, the Surviving Corporation or any of their respective subsidiaries on or prior to the first anniversary of the Effective Time without cause (with “cause” determined based on the standards customarily applied by Parent with respect to Parent’s policies and practices), Parent or the Surviving Corporation shall provide or cause to be provided to each such Continuing Employee severance payments and benefits no less than the severance benefits that similarly situated employees of Parent are entitled to receive upon a severance eligible termination under the severance policies and practices of Parent as in effect as of the Effective Time; provided, however, that if any such Continuing Employee is entitled to severance benefits under an individual severance, employment or similar agreement, the terms of such agreement will govern.

If requested by Parent in writing not later than 10 business days prior to the Effective Time, Dealertrack shall take all such actions as are necessary, including the adoption of board of directors or compensation committee resolutions or consents, to terminate Dealertrack’s 401(k) plan(s), generally to be effective no later than the day immediately prior to the Effective Time, with such termination to be subject to the occurrence of the Effective Time or Acceptance Time, as applicable. Prior to taking such action, Dealertrack shall provide Parent with copies of the relevant materials in connection with such plan termination, which shall be subject to Parent’s review and comment, and prior to the Effective Time, Dealertrack shall provide parent with evidence that such plan(s) have been terminated. Parent shall cause the 401(k) plans of Parent or its Affiliates to accept as soon as practicable rollover distributions from current and former employees of Dealertrack and its Subsidiaries with respect to such individuals’ account balances (including loans), if elected by any such individuals.

Dealertrack will consult with Parent (and consider in good faith the advice of Parent) prior to Dealertrack sending any mass written notices or other mass communication materials (including any postings to any website) with respect to the foregoing items described in this section (and, for the avoidance of doubt, not including any compensation or benefits matters not related to the Merger) to its employees or former employees of Dealertrack or any of its subsidiaries, but excluding any mass written notices or other mass communication materials with respect to administrative matters. Prior to the Effective Time, Dealertrack will provide Parent with reasonable access following advance notice to such employees or former employees for purposes of Parent’s providing notices or other communication materials regarding Parent compensation and benefit plans and the matters described in this section; provided, that such access shall not unduly interfere with the operation of the business of Dealertrack prior to the Closing.

Dealertrack and each of its subsidiaries will, after the date of the Merger Agreement and prior to the Effective Time, (i) provide any and all notices to; (ii) make any and all filings or registrations with; and (iii) obtain any and all consents or approvals of, any labor organization, works council or any similar entity, council or organization, required to be made or obtained in connection with the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement, except, in the case of each of clauses (i), (ii) and (iii), as would not, individually or the aggregate, result in material fines or penalties or could not be corrected following the Effective Time.

Treatment of Certain Indebtedness. Within the time periods required by the terms of the Indenture related to the 1.50% Senior Convertible Notes (the “Company Notes”) between the Company, Dealertrack, Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association and Barclays Bank PLC, dated as of March 5, 2012 (the “Company Indenture”), the Company will take all actions required to be performed by it prior to the Effective Time by the terms of the Company Indenture as a result of the execution and delivery of the Merger Agreement or otherwise, including the giving of any notices that may be required prior to the Effective Time in connection with the convertibility of Company Notes or otherwise pursuant to the Company Indenture.

The Company is not required to pay any fees, incur or reimburse any costs or expenses (other than attorneys’ fees arising in connection with the fulfillment of the Company’s obligations under this provision), or make any payment in connection with any Company Note (other than in connection with the settlement of any conversion obligation), prior to the occurrence of the Effective Time.

Prior to the Effective Time, subject to the last sentence of the first paragraph of this section “Treatment of Certain Indebtedness,” the Company will facilitate the execution and delivery of a supplemental indenture to the Trustee of the Company Notes at the Effective Time (the “Supplemental Indenture”), which will provide that, effective at the Effective Time, each outstanding Company Note will no longer be convertible into shares of common stock and will be convertible solely into the note merger consideration that the holders of such Company Notes are entitled to receive pursuant to the Merger upon conversion in accordance with the Company Indenture.

Subject to the last sentence of the first paragraph of this section “Treatment of Certain Indebtedness”, the Company will take all actions required to be performed by it prior to the Effective Time pursuant to the terms of the Company Indenture in connection with the Offer, the Offer Closing, the Merger, and the other transactions contemplated by the Merger Agreement, including the delivery to the Trustee of any documents or instruments required prior to the Effective Time under the terms of the Company Indenture in connection with the Offer, the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

The Company will, and will cause its subsidiaries to, deliver all notices and take all other reasonable actions to cause (i) the repayment in full on the closing date (or in the case of any letters of credit, cash collateralization, to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank) of all obligations then outstanding under, (ii) the release on the closing date in connection with such repayment of any and all liens, security interests, pledges, or other encumbrances securing such obligations under, and (iii) the termination (to the extent provided therein and pursuant to the terms thereof) on the closing date (such repayment, release, and termination, the “Existing Credit Facility Termination”) of, the Credit Agreement, dated as of February 28, 2014, by and among the Company, Dealertrack Canada Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A. , as administrative agent (the “Company Credit Agreement”), including using reasonable best efforts to obtain a payoff letter in customary form from the agent under the Credit Agreement; provided, that Parent will provide all funds required to effect all such repayments and cash collateralization of letters of credit and in no event shall the Company or any of its subsidiaries be required to (x) cause the Existing Credit Facility Termination to be effective until the Closing has occurred; or (y) require the Company or any of its subsidiaries to pay any fees, incur or reimburse any costs or expenses, or make any payment, incur any other liability or give any indemnities in connection with the Existing Credit Facility Termination, prior to the occurrence of the Closing Date (except to the extent Parent promptly reimburses (in the case of ordinary course out-of-pocket costs and expenses) or provides the funding (in all other cases) to the Company or such subsidiary therefor) or incur any liability in connection with the Existing Credit Facility Termination that is effective prior to the occurrence of the Closing Date.

Treatment of Company Note Hedges and Company Warrants. The Company will use reasonable best efforts to enter into arrangements (such arrangements to be in a form and substance reasonably acceptable to Parent) with the counterparties of each of the note hedges and warrants of the Company currently outstanding to cause such note hedges and warrants to be terminated and cancelled as of the Effective Time.

Financing Cooperation. Prior to the Acceptance Time, the Company has agreed to use its reasonable best efforts, and has agreed to use commercially reasonable efforts to cause its officers, employees, consultants and advisors, including legal and accounting advisors to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining third party debt and equity financing for the transaction.

Parent has agreed to reimburse all reasonable expenses of the Company in connection with the financing and to indemnify the Company and its officers, employees, consultants and advisors, including legal and accounting advisors (“representatives”) from and against all liabilities, obligations, losses, damages, claims,

costs, expenses, awards, judgments and penalties of any type actually suffered or incurred by any of the Company or its representatives in connection with any action taken, or cooperation provided, at the request of Parent, except to the extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties, fees, costs or other liabilities are suffered or incurred as a result of the Company’s, its subsidiaries’ or its representatives’ gross negligence, bad faith or willful misconduct or material breach of the Merger Agreement, as applicable.

Stockholder Litigation. Prior to the Effective Time or the termination of the Merger Agreement, Dealertrack will control the defense of any stockholder litigation against Dealertrack and/or its directors relating to the transactions contemplated by the Merger Agreement, but will (i) promptly provide Parent with copies of all proceedings and correspondence relating to such litigation, (ii) give Parent the opportunity to participate in the defense or settlement of any such litigation, (iii) give due consideration to Parent’s advice with respect to such litigation and (iv) not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any litigation arising or resulting from the transactions contemplated by the Merger Agreement, subject to certain exceptions, or consent to the same without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Certain Tax Matters. In connection with the acquisition of incadea plc by Dealertrack as described in the Rule 2.7 Announcement made by Dealertrack dated December 18, 2014 (the “Incadea Acquisition”), Dealertrack agreed to (i) not file an election under Section 338(g) of the Code (a “338(g) Election”) until the 14th day of the ninth month beginning after the month in which the Incadea Acquisition occurred (the “Section 338(g) Deadline”), (ii) work together in good faith with Parent to determine whether such 338(g) Election should be made (assuming that the closing of the Merger occurs on or prior to the Outside Date) and (iii) if the Section 338(g) Deadline must occur prior to the closing of the Merger, Dealertrack must make (or refrain from making) such 338(g) Election as directed by Parent, but only if the making (or refraining from making) such 338(g) Election would not reasonably be expected to have a material impact on Dealertrack in the event that the closing of the Merger does not occur and the Merger Agreement is terminated

No Solicitation. Dealertrack has agreed that, except as described below, it and its subsidiaries shall immediately cease any discussions or negotiations with any persons that may be ongoing with respect to a Competing Proposal (as defined below) and, until the earlier of the Effective Time or the termination of the Merger Agreement, it and its subsidiaries shall not, and Dealertrack shall use its reasonable best efforts to cause their representatives to not, directly or indirectly:

(i)

solicit, initiate or knowingly facilitate or encourage any Competing Proposal;

(ii)

participate in any negotiations regarding, or furnish to any person any nonpublic information with respect to, any Competing Proposal;

(iii)

engage in discussions with any person with respect to any Competing Proposal;

(iv)

approve or recommend any Competing Proposal;

(v)

enter into any letter of intent or similar document or any agreement or commitment providing for any Competing Proposal;

(vi)

take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a third party becoming an “interested stockholder” under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Certificate of Incorporation or By-laws of Dealertrack, inapplicable to any person other than Parent and its affiliates or to any transactions constituting or contemplated by a Competing Proposal; or

(vii)

resolve or agree to do any of the foregoing.

Dealertrack has agreed to promptly instruct each person that had executed a confidentiality agreement within one year prior to the date of the Merger Agreement (other than the existing confidentiality agreement between Dealertrack and Parent) relating to a Competing Proposal or potential Competing Proposal with or for the benefit of Dealertrack promptly to return to Dealertrack or destroy all information, documents, and materials relating to the Competing Proposal or to Dealertrack or its businesses, operations or affairs previously furnished by Dealertrack or any of its representatives to such person or any of its representatives. Dealertrack has further agreed to use reasonable best efforts to enforce, and not waive without Parent’s prior written consent, any standstill or similar provision in any confidentiality or other agreement with such person, except that if the board of directors of Dealertrack determines in good faith that it would be inconsistent with its fiduciary obligations under law not to do so, Dealertrack may waive any standstill or similar provision to permit a person to make, on a confidential basis to the board of directors of Dealertrack, a Competing Proposal, conditioned upon such person agreeing to disclosure of such Competing Proposal to Parent and Acquisition Sub, in each case as contemplated by the Merger Agreement.

Notwithstanding the above limitations, if Dealertrack receives a bona fide Competing Proposal after the date of the Merger Agreement that did not result from a breach of the non-solicitation provisions of the Merger Agreement at any time prior to the Acceptance Time which (i) constitutes a Superior Proposal (as defined below) or (ii) which the board of directors of Dealertrack determines in good faith after consultation with Dealertrack’s outside legal and financial advisors could reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, Dealertrack may take the following actions:

(x) furnish information to the third party making such Competing Proposal (provided, that substantially concurrently Dealertrack makes available such nonpublic information to Parent to the extent such information was not previously made available to Parent) and

(y) engage in discussions or negotiations with the third party with respect to the Competing Proposal.

In the case of each of clauses (x) and (y) above, prior to so furnishing such information, Dealertrack must receive from the third party an executed confidentiality agreement on terms no less favorable in the aggregate to Dealertrack than the Confidentiality Agreement between Dealertrack and Parent (an “Acceptable Confidentiality Agreement”). As promptly as reasonably practicable following Dealertrack taking such actions as described in clauses (x) and (y) above, Dealertrack shall provide written notice to Parent of the determination of the board of directors of Dealertrack as provided for in clauses (i) or (ii) above.

Dealertrack shall notify Parent promptly (but in any event within 48 hours) of the receipt of any Competing Proposal, and (i) if it is in writing, deliver to Parent a copy of such Competing Proposal and any related draft agreements and other written material setting forth the terms and conditions of such Competing Proposal or (ii) if oral, provide to Parent a reasonably detailed summary of the material terms and conditions thereof including the identity of the person making such Competing Proposal. Dealertrack shall keep Parent reasonably informed on a prompt and timely basis of the status and material details of any such Competing Proposal and with respect to any material change to the terms of any such Competing Proposal within 48 hours of such material change.

For purposes of the Merger Agreement:

•

“Competing Proposal” means any bona fide proposal (other than a proposal or offer by Parent or any of its subsidiaries) for:

•

any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which (i) a person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of persons directly or indirectly acquires, or if consummated in

accordance with its terms would acquire, beneficial or record ownership of securities representing more than 10% of the outstanding shares of any class of voting securities of Dealertrack or (ii) Dealertrack issues securities representing more than 10% of the outstanding shares of any class of voting securities of Dealertrack;

•

any direct or indirect sale, lease, exchange, transfer, acquisition or disposition of any assets of Dealertrack and of the subsidiaries of Dealertrack that constitute or account for more than 10% of the consolidated net revenues of Dealertrack, consolidated net income of Dealertrack or consolidated book value of Dealertrack; or more than 10% of the fair market value of the assets of Dealertrack; or

•

any liquidation or dissolution of Dealertrack.

•

“Superior Proposal” means a Competing Proposal (with all percentages in the definition of Competing Proposal increased to 50%) on terms that the board of directors of Dealertrack determines in good faith, after consultation with Dealertrack’s outside financial and legal advisors, would (i) offer a higher per share price to the stockholders of Dealertrack than the Offer Price and (ii) be more favorable to the stockholders of Dealertrack than the transactions contemplated by the Merger Agreement, taking into account all factors the board of directors of Dealertrack acting in good faith considers to be appropriate, including any proposal by Parent in writing to amend or modify the terms of the Merger Agreement, the identity of the person making such Competing Proposal, and the consideration, terms, conditions, timing, likelihood of consummation, financing terms and legal, financial, and regulatory aspects of such Competing Proposal.

Notwithstanding the foregoing, Dealertrack and its subsidiaries shall not be prohibited from complying with Rule 14e-2, Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (including making any “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) thereunder) or prohibited from making any disclosure if the board of directors of Dealertrack determines in good faith (after consultation with its outside counsel) that failure to do so would reasonably be expected to be inconsistent with Dealertrack’s obligations under applicable law, nor shall any such action be deemed to constitute a breach of Dealertrack’s obligations under the Merger Agreement. However, Dealertrack shall not be permitted to effect a Change of Recommendation (as described below), including in compliance with Rule 14e-2, Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or other applicable law) without complying with the procedures described in “—Change of Recommendation” below.

Change of Recommendation. Subject to the provisions described below, the board of directors of Dealertrack has recommended that the stockholders of Dealertrack accept the Offer and tender their Shares to Purchaser in the Offer. The foregoing recommendation is referred to herein as the “Dealertrack board recommendation.” Dealertrack’s board of directors also agreed to include the Dealertrack board recommendation with respect to the Offer in the Schedule 14D-9 and has permitted Parent to refer to such recommendation in this Offer to Purchase and documents related to the Offer.

Except as described below, neither the board of directors of Dealertrack nor any committee thereof may (any action described in (i) through (v) below, a “Change of Recommendation”):

(i)

withdraw or withhold, amend, modify or qualify in any manner adverse to Parent or Purchaser the Dealertrack board recommendation or make any public announcement inconsistent with the Dealertrack board recommendation, or publicly propose to do any of the foregoing;

(ii)

approve, adopt, endorse, or recommend any Competing Proposal or any inquiry or proposal that would reasonably be expected to lead to a Competing Proposal;

(iii)

following the date any Competing Proposal or any material modification thereto is first made public, sent or given to the stockholders of Dealertrack, fail to issue a press release that expressly reaffirms the

Dealertrack board recommendation within four business days following Parent’s written request to do so (which request may not be made more than twice with respect to any such Competing Proposal and each material modification thereto);

(iv)

fail to include the Dealertrack board recommendation in the Schedule 14D-9 or any amendment thereof; or

(v)

cause or permit Dealertrack to enter into any contract, letter of intent, memorandum of understanding, or agreement in principle regarding or providing for any Competing Proposal (other than an Acceptable Confidentiality Agreement) or requiring Dealertrack to abandon, terminate, delay or fail to consummate the transactions contemplated by the Merger Agreement.

Notwithstanding the foregoing, at any time prior to the Acceptance Time, if (i) an event, fact, circumstance, development, change or occurrence or the consequences of any of the foregoing that materially affects the business, assets or operations of Dealertrack that is unknown to the board of directors of Dealertrack as of the date of the Merger Agreement and reasonably should not have been known as of such date becomes known to the board of directors of Dealertrack, or (ii) Dealertrack receives a Competing Proposal which the board of directors of Dealertrack has concluded in good faith after consultation with Dealertrack’s outside legal and financial advisors constitutes a Superior Proposal after giving effect to all of the adjustments to the terms of the Merger Agreement which may be offered by Parent, the board of directors of Dealertrack may effect a Change of Recommendation it if has concluded in good faith, after consultation with its outside legal advisors, that the failure of the board of directors of Dealertrack to make such Change of Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. However, such action may only be taken if:

(i)

Dealertrack shall have complied with the non-solicitation provisions of the Merger Agreement and first provided prior written notice to Parent in advance of its intention to make a Change of Recommendation and the reasons therefor, including the terms of any Competing Proposal to which the Change of Recommendation relates and the identity of the person making such Competing Proposal, and

(ii)

at a time that is after the fourth business day following Dealertrack’s delivery to Parent of such notice (during which time Parent shall be entitled to deliver to Dealertrack one or more proposals for amendments to the Merger Agreement and, if requested by Parent, Dealertrack shall negotiate with Parent in good faith with respect thereto), the board of directors of Dealertrack determines in good faith, after consultation with Dealertrack’s outside legal advisors, taking into account all amendments or revisions to the Merger Agreement proposed by Parent, that the failure of the board of directors to effect such Change of Recommendation still would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law.

Any material amendment to a Competing Proposal to which such Change of Recommendation relates, including any revision to price, shall require Dealertrack to deliver to Parent a new notice and again comply with the above requirements with respect to such revised Competing Proposal.

Acceptance of Superior Proposal. If at any time prior to the Acceptance Time the board of directors of Dealertrack has concluded in good faith after consultation with Dealertrack’s outside legal and financial advisors that a Competing Proposal constitutes a Superior Proposal, then the board of directors of Dealertrack may cause Dealertrack to terminate the Merger Agreement, pay the Dealertrack Termination Fee (as defined below) substantially concurrently with such termination and enter into a binding written agreement (a “Superior Proposal Agreement”) with respect to such Superior Proposal. However, such action may be only be taken if:

(i)

Dealertrack shall have complied with the non-solicitation provisions of the Merger Agreement and first provided prior written notice to Parent in advance of its intention to terminate the Merger Agreement and the terms of the Superior Proposal, including the final draft of the Superior Proposal Agreement and the identity of the person making such Competing Proposal;

(ii)

at a time that is after the fourth business day following Dealertrack’s delivery to Parent of such notice (during which time Parent shall be entitled to deliver to Dealertrack one or more proposals for amendments to the Merger Agreement and, if requested by Parent, Dealertrack shall negotiate with the Parent in good faith with respect thereto), the board of directors of Dealertrack determines in good faith, after consultation with Dealertrack’s outside legal and financial advisors, taking into account all amendments or revisions to the Merger Agreement proposed by Parent, that the Competing Proposal remains a Superior Proposal;

(iii)

Dealertrack pays the Dealertrack Termination Fee to Parent substantially concurrently with the termination of the Merger Agreement; and

(iv)

Dealertrack enters into a Superior Proposal Agreement.

Any material amendment to a Competing Proposal, including any revision to price, shall require Dealertrack to deliver to Parent a new notice and again comply with the above requirements with respect to such revised Competing Proposal.

Termination. The Merger Agreement may be terminated as follows:

•

by mutual written consent of each of Parent and Dealertrack by action of their respective boards of directors at any time prior to the Acceptance Time;

•

by either Dealertrack or Parent, at any time prior to the Acceptance Time and after the Outside Date, if the Acceptance Time has not occurred by the Outside Date; provided that (i) if on the Outside Date all conditions to the Offer, other than the Antitrust Law Condition and the Governmental Authority Condition and those conditions that by their nature are to be satisfied at the Expiration Date, shall have been satisfied or waived, then the Outside Date shall automatically be extended by a period of 60 calendar days, and (ii) this right to terminate the Merger Agreement shall not be available to any party whose material breach of the Merger Agreement has caused or resulted in the Offer not being consummated by such date (an “Outside Date Termination”);

•

by either Parent or Dealertrack, if any court or governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting (i) prior to the Acceptance Time, the acceptance for payment of, or payment for, the Shares pursuant to the Offer or (ii) prior to the Effective Time, consummation of the Merger, and in either case such order or other action shall have become final and non-appealable; provided that the party seeking to exercise this termination right shall have used its reasonable best efforts to remove such order or other action, and that this right to terminate shall not be available to a party if the issuance of such order was due to the failure of such party (including, in the case of Parent, the Purchaser) to perform any of its obligations certain sections of the Merger Agreement (a “Restraining Order Termination”) (see “— Appropriate Action; Consents; Filings” above);

•

by Dealertrack, at any time prior to the Acceptance Time, if Parent or Purchaser shall have breached or failed to perform in any material respect any of its representations or warranties, covenants or other agreements set forth in the Merger Agreement, which (i) would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger and (ii) cannot be cured on or before the Outside Date or, if curable in such time frame, is not cured by Parent within 30 days of receipt by Parent of written notice of such breach or failure; provided that Dealertrack shall not have the right to so terminate the Merger Agreement if Dealertrack has materially breached of any of its covenants, agreements, representations or warranties contained in the Merger Agreement, which breach has not been cured (a “Parent Breach Termination”);

•

by Parent, at any time prior to the Acceptance Time, if Dealertrack shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform (i) would result in a failure of

the Representations Condition or Covenants Condition and (ii) cannot be cured on or before the Outside Date or, if curable in such time frame, is not cured by Dealertrack within 30 days of receipt by Dealertrack of written notice of such breach or failure; provided that Parent shall not have the right to so terminate the Merger Agreement if Parent or Purchaser has materially breached any of its covenants, agreements, representations or warranties contained in the Merger Agreement, which breach has not been cured (a “Dealertrack Breach Termination”);

•

by Parent, at any time prior to the Acceptance Time, if any event, development or circumstances have occurred that would result in a failure of the Material Adverse Effect Condition that cannot be cured on or before the Outside Date or, if curable in such time frame, is not cured by Dealertrack within thirty (30) days of receipt by Dealertrack of written notice of such breach or failure;

•

by Parent at any time prior to the Acceptance Time, if the board of directors of Dealertrack shall have effected a Change of Recommendation (whether or not in compliance with the Merger Agreement) (a “Change of Recommendation Termination”); or

•

by Dealertrack in accordance with the provisions described in “— Acceptance of Superior Proposal” above (a “Superior Proposal Termination”).

Effect of Termination. If the Merger Agreement is terminated, the Merger Agreement will become void and of no effect without liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party, except that (i) certain specified provisions of the Merger Agreement will survive, including those described in “— Dealertrack Termination Fee” and “—Parent Termination Fee” below, and (ii) in the event of any liability arising out of or the result of, fraud or any willful breach of any covenant, agreement, representation or warranty, the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Dealertrack Termination Fee. Dealertrack has agreed to pay Parent a termination fee of $118,000,000 (the “Dealertrack Termination Fee”) in cash if the Merger Agreement is terminated because:

(i)

(x) a Competing Proposal has been made directly to the stockholders of Dealertrack generally or otherwise has become publicly known or any person has publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Competing Proposal or communicated a Competing Proposal to Dealertrack (or any officer or director thereof), (y) Dealertrack or Parent effects an Outside Date Termination (but in the case of a termination by Dealertrack, only if at such time Parent would not be prohibited from effecting an Outside Date Termination) or Parent effects an Dealertrack Breach Termination and (z) within twelve (12) months after termination of the Merger Agreement, Dealertrack consummates or enters into any definitive agreement providing for any Competing Proposal (substituting 50% for the 10% thresholds set forth in the definition of Competing Proposal);

(ii)

Parent effects a Change of Recommendation Termination; or

(iii)

Dealertrack effects a Superior Proposal Termination.

Following payment of the Dealertrack Termination Fee, neither Dealertrack nor any other person shall (subject to the provisions described in “— Effect of Termination” above) have any further liability to Parent or any other person with respect to the Merger Agreement or the transactions contemplated hereby, and upon payment thereof the Dealertrack Termination Fee shall be the sole and exclusive remedy (subject to the provisions described in “— Effect of Termination” above) of Parent and Purchaser against Dealertrack, its subsidiaries and their respective former, current and future representatives for any loss suffered as a result of the failure of the transactions contemplated by the Merger Agreement to be consummated or for a breach or failure to perform under the Merger Agreement. In no event shall Dealertrack be required to pay the Dealertrack Termination Fee on more than one occasion.

Parent Termination Fee. Parent has agreed to pay Dealertrack a termination fee of $118,000,000 (the “Parent Termination Fee”) in cash if the Merger Agreement is terminated because:

(i)

Parent or Dealertrack effects a Restraining Order Termination in connection with any order or action by a governmental authority with respect to any antitrust laws; or

(ii)

Dealertrack or Parent effects an Outside Date Termination as a result of the Governmental Authority Condition or Antitrust Law Condition not being satisfied by the Outside Date (and the failure of such conditions are not primarily caused by a breach of the Merger Agreement by Dealertrack), and all of the other conditions to the obligations of Parent and Acquisition Sub to consummate the Offer (other than the Minimum Condition unless there is a Competing Proposal pending and a Change of Recommendation (as defined in the Merger Agreement) shall have occurred in connection therewith) and the Termination Condition) have been satisfied or waived by the Outside Date (and, in the case of those conditions that by their terms are to be satisfied at the consummation of the Offer, such conditions would be satisfied if the consummation of the Offer were then to occur).

Following payment of the Parent Termination Fee, neither Parent nor any other person shall (subject to the provisions described in “— Effect of Termination” above) have any further liability to Dealertrack or any other person with respect to the Merger Agreement or the transactions contemplated hereby, and upon payment thereof the Parent Termination Fee shall be the sole and exclusive remedy (subject to the provisions described in “— Effect of Termination” above) of Dealertrack against Parent and Purchaser, their subsidiaries and their respective former, current and future representatives for any loss suffered as a result of the failure of the transactions contemplated by the Merger Agreement to be consummated or for a breach or failure to perform under the Merger Agreement. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.

Availability of Specific Performance. The parties agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of the Merger Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledged and agreed that the parties would be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity.

Expenses. All fees and expenses incurred by the parties in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such fees and expenses whether or not the Offer and/or the Merger is consummated.

Amendment and Waiver. The Merger Agreement may be amended by mutual written agreement of the parties by action taken by or on behalf of their respective boards of directors at any time prior to the Effective Time, except that after the Acceptance Time, no amendment may decrease the Offer Price or the Merger Consideration. At any time prior to the Effective Time, subject to applicable law, any party may (a) extend the time for the performance of any obligation or other act of any other party, (b) waive any inaccuracy in the representations and warranties of the other parties and (c) subject to the prohibited amendment described in the prior sentence, waive compliance by any other party with any agreement or condition contained in the Merger Agreement.

Confidentiality Agreement

On June 1, 2015, Dealertrack and Parent entered into a confidentiality agreement (the “Confidentiality Agreement”), in connection with a possible transaction involving Dealertrack. Under the Confidentiality Agreement, Parent agreed, on behalf of itself and its affiliates and subject to certain exceptions, to keep

confidential any non-public information concerning Dealertrack for a period of two years from the date of the Confidentiality Agreement. This summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, a copy of which is filed as Exhibit (d)(2) to the Schedule TO filed with the SEC, which is incorporated by reference herein.

Retention Term Sheet

Prior to the parties entering into the Merger Agreement, but after the material terms of the Merger Agreement had been negotiated, Parent proffered to Mr. O’Neil on the afternoon of June 11, 2015 a term sheet (the “retention term sheet”) regarding proposed terms of post-closing employment to Mark F. O’Neil. The retention term sheet proposes that Mr. O’Neil would serve as President and Chief Executive Officer of Dealertrack for a three-year term, pursuant to a retention agreement that would become effective upon the Effective Time and supersede his current employment agreement with Dealertrack. The material compensation terms of Mr. O’Neil’s proposed employment with Parent are as follows:

•

Annual compensation including (i) initial base salary of $650,000, (ii) an annual cash incentive award with a target award opportunity of not less than 100% of base salary, (iii) an annual cash-settled long-term incentive award consistent with the terms of Cox Enterprises, Inc.’s long-term incentive award program (the “CEI LTIP”), with a target award opportunity of not less than $1.5 million and (iv) certain benefits and perquisites, including an employer-provided automobile and monthly club dues reimbursement of up to $800 per month;

•

A cash retention award in an amount equal to $5 million, which will vest and be paid on the third anniversary of the Effective Time, generally subject to Mr. O’Neil’s continued employment with the Company; and

•

Upon a termination without cause or resignation for good reason during the three-year term, Mr. O’Neil will be eligible to receive (i) base salary continuation for 24 months (12 months if Mr. O’Neil’s termination occurs on or following the first anniversary of the Effective Time), (ii) a pro rata bonus for the year of termination, based on actual performance (the “Pro Rata Bonus”), (iii) retirement treatment for any outstanding CEI LTIP awards, which generally provides for full vesting based on actual performance through the end of the fiscal year prior to retirement, divided by target performance for the cumulative three-year performance period (the “LTIP Benefit”), (iv) the retention award will remain outstanding and vest and be paid on the third anniversary of the Effective Time and (v) employer-subsidized COBRA premiums for up to 18 months.

The retention term sheet also contemplates that Mr. O’Neil will be subject to certain post-termination restrictive covenants, including a perpetual confidentiality covenant, a two-year post-termination non-solicitation covenant with respect to Parent employees and customers, and a two-year post-termination non-competition covenant.

Mr. O’Neil and Parent have had discussions regarding the retention term sheet. However, as of the date of this filing, Mr. O’Neil has not accepted the retention term sheet, Mr. O’Neil and Parent have not signed the retention term sheet, and Mr. O’Neil is continuing to negotiate the retention term sheet with Parent.

12. Purpose of the Offer; Plans for Dealertrack.

Purpose of the Offer. The purpose of the Offer is for Purchaser to acquire control of, and the entire equity interest in, Dealertrack. The Offer, as the first step in the acquisition of Dealertrack, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, Purchaser intends to consummate the Merger as promptly as practicable.

If you sell your Shares in the Offer, you will cease to have any equity interest in Dealertrack or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in Dealertrack. After selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of Dealertrack.

Merger Without a Stockholder Vote. If the Offer is consummated, we do not anticipate seeking the approval of the public stockholders of Dealertrack before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Dealertrack in accordance with Section 251(h) of the DGCL.

Plans for Dealertrack. It is expected that, initially following the Merger, the business and operations of Dealertrack will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of Dealertrack during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Parent anticipates that its acquisition of Dealertrack will enable it to better pursue future growth opportunities through complementary assets that position the company to deliver on its eCommerce, digital marketing, dealership software and international expansion goals.

At the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation will be amended to be in the form of the certificate of incorporation and bylaws of Purchaser except that the name of the Surviving Corporation shall be “Dealertrack Technologies, Inc.” The directors of Purchaser will become the directors of the Surviving Corporation and the officers of Dealertrack at the Effective Time will be the officers of the Surviving Corporation in each case until their respective successors are duly elected or appointed and in each case unless Parent determines to appoint other persons to such positions. See Section 11 — “The Merger Agreement — Merger Agreement — Board of Directors and Officers.”

13. Certain Effects of the Offer.

Market for the Shares. If the Offer is successful, there will be no market for the Shares because Purchaser intends to consummate the Merger as soon as practicable following the Offer Closing.

Stock Quotation. The Shares are currently listed on NASDAQ. Immediately following the consummation of the Merger (which is expected to occur as soon as practicable following the Offer Closing), the Shares will no longer meet the requirements for continued listing on NASDAQ because the only stockholders will be Parent and its subsidiaries. Immediately following the consummation of the Merger we expect to cause the Surviving Corporation to delist the Shares from NASDAQ.

Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of the Surviving Corporation to the SEC if the Shares are neither listed on a

national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Surviving Corporation to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Surviving Corporation, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Surviving Corporation and persons holding “restricted securities” of the Surviving Corporation to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. We expect to cause the Surviving Corporation to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. If registration of the Shares is not terminated prior to the Merger, the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger.

14. Dividends and Distributions.

The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, Dealertrack will not, and will not allow its subsidiaries to, declare, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the capital stock of Dealertrack or any subsidiary of Dealertrack, subject to limited exceptions.

15. Conditions to the Offer.

Notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered shares of Dealertrack common stock promptly after the termination or withdrawal of the Offer), pay for any shares of Dealertrack common stock tendered pursuant to the Offer if:

(a)	The Minimum Condition and the Termination Condition shall have not been satisfied at (or in the case of the Termination Condition, at or prior to) the Expiration Date;

(b)	any waiting period under the HSR Act as set forth in the Merger Agreement applicable to the transactions contemplated by the Merger Agreement has not expired, or been terminated at or prior to the Expiration Date; or

(c)	any of the following conditions shall have occurred and be continuing at the Expiration Date:

(i)

any governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or Merger illegal or otherwise prohibiting, restraining or preventing the consummation of the Offer or Merger (provided that Parent and Purchaser have used their reasonable efforts to oppose any such action by such governmental authority);

(ii)

(A) the representations and warranties of Dealertrack relating to the capitalization of Dealertrack (contained in Section 4.3 of the Merger Agreement), other than the last sentence of Section 4.3(a) (relating to any event or circumstance between the date of the Merger Agreement and the closing that would result in an adjustment to the terms of the Company’s outstanding warrants) and the third sentence of Section 4.3(e) (relating to Dealertrack’s or its subsidiaries’ ownership of equity interest in any other person other than Dealertrack’s subsidiaries), shall not be true and correct in all respects when made and at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be required to be true and correct in all respects only as of such time), except for any failures

to be so true and correct that, individually or in the aggregate, are de minimis; (B) the representations and warranties of Dealertrack relating to the organization, qualification, due incorporation and valid existence of Dealertrack (contained in Section 4.1 of the Merger Agreement), regarding the organizational documents of Dealertrack (contained in Section 4.2 of the Merger Agreement), or regarding Dealertrack’s corporate authority and the validity of the Merger Agreement (contained in Section 4.4 of the Merger Agreement) shall not be true and correct in all material respects when made and at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be required to be true and correct in all material respects only as of such time); (C) the representations and warranties of Dealertrack regarding the absence of a Company Material Adverse Effect (contained in Section 4.9(ii) of the Merger Agreement) (as described above in Section 11 — “The Merger Agreement — Merger Agreement — Representations and Warranties”) shall not be true and correct in all respects when made and at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be required to be true and correct in all respects only as of such time); and (D) all of the remaining representations and warranties of Dealertrack set forth in the Merger Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications, shall not be true and correct when made and at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be required to be true and correct only as of such time) except with respect to this clause (D), where the failure of such representations and warranties to be so true and correct would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

(iii)

Dealertrack shall have breached or failed to perform or to comply with, in any material respect, any material agreement or covenant to be performed or complied with by it under the Merger Agreement on or prior to the Acceptance Time and such breach or failure shall not have been waived by Parent or Purchaser or cured by Dealertrack;

(iv)

since the date of the Merger Agreement, a Company Material Adverse Effect (or any event, development or circumstances that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) shall have occurred and shall be continuing as of the Expiration Date;

(v)

Purchaser shall have failed to receive a certificate of Dealertrack, executed by an authorized officer of Dealertrack, dated as of the Expiration Date, to the effect that none of the conditions set forth in the foregoing clauses (c)(ii), (c)(iii) or (c)(iv) have occurred; or

(vi)

the board of directors of Dealertrack shall have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to Purchaser its recommendation that the stockholders of Dealertrack accept the Offer and tender their Shares to Purchaser in the Offer or shall have made a Change of Recommendation.

The foregoing conditions are in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate or modify the Offer pursuant to the terms and conditions of the Merger Agreement.

The foregoing conditions, other than the Minimum Condition and the Termination Condition, are for the sole benefit of Parent and Purchaser and, subject to the terms and conditions of the Merger Agreement and applicable law, Parent and Purchaser expressly reserve the right to waive, in whole or in part, any condition to the Offer; provided, however, that, without the consent of Dealertrack, we are not permitted to amend or waive the Minimum Condition, the Termination Condition, the Antitrust Law Condition or the Governmental Authority Condition.

16. Certain Legal Matters; Regulatory Approvals.

General. Except as described in this Section 16, based on our examination of publicly available information filed by Dealertrack with the SEC and other information concerning Dealertrack, we are not aware of any governmental license or regulatory permit that appears to be material to Dealertrack’s business that might be adversely affected by our acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by Purchaser or Parent as contemplated herein. Should any such approval or other action be required, we currently contemplate that, except as described below under — “State Takeover Laws,” such approval or other action will be sought. While we do not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Dealertrack’s business, any of which under certain conditions specified in the Merger Agreement, could cause us to elect to terminate the Offer without the purchase of Shares thereunder. See Section 15 — “Conditions to the Offer.”

Antitrust Compliance. Under the HSR Act, our purchase of Shares in the Offer may not be completed until the expiration of a 15 calendar day waiting period following the filing by Parent, on behalf of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division of the U.S. Department of Justice, unless the waiting period is earlier terminated by the FTC. Each of Parent and Dealertrack is required to file a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer, which filings were made on June 19, 2015. If within the 15 calendar day waiting period either the FTC or the Antitrust Division issues a request for additional information and documentary material (a “Second Request”), the waiting period with respect to the Offer would be extended until 10 calendar days following the date of substantial compliance by Parent with that request, unless the FTC terminates the additional waiting period before its expiration. After the expiration of the 10 calendar day waiting period, the waiting period could be extended only by court order or with the consent of Parent. In practice, complying with a Second Request can take a significant period of time. The Merger will not require an additional filing under the HSR Act if Purchaser owns more than 50% of the outstanding Shares at the time of the Merger and if the Merger occurs within one year after the HSR Act waiting period applicable to the Offer expires or is terminated.

The FTC and the Antitrust Division will review the legality under the antitrust laws of Purchaser’s proposed acquisition of Dealertrack. At any time before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of Purchaser, Dealertrack, or any of their respective subsidiaries or affiliates or requiring other conduct relief. United States state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While Parent believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser may not be obligated to consummate the Offer or the Merger. See Section 15 — “Conditions to the Offer.”

State Takeover Laws. Dealertrack is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business

combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” Dealertrack’s board of directors has approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, for purposes of Section 203 of the DGCL.

Dealertrack, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 — “Conditions to the Offer.”

Going Private Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or other business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dealertrack (for purposes of the Exchange Act); it is anticipated that the Merger will be effected as soon as practicable after consummation of the Offer; and, in the Merger, stockholders will receive the same price per Share as the Offer Price.

Stockholder Approval Not Required. Section 251(h) of the DGCL provides that stockholder approval of a merger is not required if certain requirements are met, including that (1) the acquiring company consummates a tender offer for any and all of the outstanding common stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on the merger, (2) following the consummation of such tender offer, the acquiring company owns at least such percentage of the stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the merger, and (3) at the time that the board of directors of the company to be acquired approves the merger, no other party to the merger agreement is an interested stockholder under the DGCL. If the Minimum Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will hold a sufficient number of Shares to ensure that Dealertrack will not be required to submit the adoption of the Merger Agreement to a vote of the stockholders of Dealertrack. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions to the Merger set forth in the Merger Agreement, Parent, Purchaser and Dealertrack will take all necessary and appropriate action to effect the Merger as promptly as practicable without a meeting of stockholders of Dealertrack in accordance with Section 251(h) the DGCL.

17. Appraisal Rights.

No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, the holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer; (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court.

The “fair value” of any Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of such Shares. Holders of Shares should recognize that the value so

determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount.

Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. Dealertrack’s Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL.

As described more fully in Dealertrack’s Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

•

within the later of the consummation of the Offer, which shall occur on the Offer Closing Date (i.e., the date on which acceptance and payment for the Shares occurs, which shall be July 24, 2015 unless we extend the Offer pursuant to the terms of the Merger Agreement) and 20 days after the mailing of the Schedule 14D-9 (which date of mailing is June 26, 2015), deliver to Dealertrack a written demand for appraisal of Shares held, which demand must reasonably inform Dealertrack of the identity of the stockholder and that the stockholder is demanding appraisal;

•

not tender their Shares in the Offer; and

•

continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time.

The foregoing summary of the appraisal rights of stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of Delaware law. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9.

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your tendered Shares but, instead, subject to the conditions to the Offer, you will receive the Offer Price for your tendered Shares.

18. Fees and Expenses.

Parent and Purchaser have retained Innisfree M&A Incorporated to be the Information Agent and American Stock Transfer & Trust Company, LLC to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

19. Miscellaneous.

We are not aware of any state in which the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of that state. If we become aware of any state in which the making of the Offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If after such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such state.

No person has been authorized to give any information or to make any representation on behalf of Parent or Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person shall be deemed to be the agent of Purchaser, the Depositary, or the Information Agent for the purpose of the Offer.

Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. Dealertrack has advised Purchaser that it is filing today with the SEC its Solicitation/ Recommendation Statement on Schedule 14D-9 setting forth the recommendation of the board of directors of Dealertrack with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may, when filed, be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 7 — “Certain Information Concerning Dealertrack” above.

Runway Acquisition Co.

June 26, 2015

SCHEDULE I — INFORMATION RELATING TO PARENT AND PURCHASER

Parent. The following table sets forth the name, present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each executive officer and director of Parent. Unless otherwise indicated, the current business address of each person is c/o Cox Automotive, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328 and the business telephone number is (678) 645-0000.


Name	Citizenship	Present Principal and Past Material Occupation or Employment
John M. Dyer Director	U.S.	John Dyer is Chief Executive Officer and President of CEI and Director of Parent. Prior to these roles, Mr. Dyer was Chief Operating Officer of CEI from 2013 to 2014 and Chief Financial Officer of CEI from 2008 to 2013.
Sanford H. Schwartz Director; President	U.S.	Sanford (“Sandy”) Schwartz is Director and President of Parent. Prior to assuming these roles, Mr. Schwartz was President of both Manheim and Autotrader from 2013 to 2014, President of Manheim from 2011 to 2013, and President of Cox Media Group, a subsidiary of CEI, from 2009 to 2011.
John Bailey Executive Vice President, International	U.K.	John Bailey is Executive Vice President, International of Parent. Prior to assuming this role, Mr. Bailey was Chief Executive Officer of Manheim Europe from 1996 to 2011.
Janet H. Barnard President, Manheim North America	U.S.	Janet Barnard is President, Manheim North America of Parent. Prior to assuming this role, Ms. Barnard was Executive Vice President and Chief Operating Officer for Manheim from 2011 to 2014 and Senior Vice President and General Manager for the Central Region of Cox Communications, a subsidiary of CEI, from 2008 to 2011.
Dallas S. Clement Executive Vice President; Chief Financial Officer	U.S.	Dallas Clement is Executive Vice President and Chief Financial Officer of Parent. Prior to assuming these roles, Mr. Clement was Executive Vice President and Chief Financial Officer for Autotrader. Before joining Parent, he was Executive Vice President and Chief Strategy Officer of Cox Communications, a subsidiary of CEI, from 2010 to 2011.
James S. Franchi President, Media	U.S.	James (“Jim”) Franchi is President, Media of Parent. Prior to assuming this role, Mr. Franchi was Executive Vice President and Chief Operating Officer of Autotrader from 2011 to 2012 and Senior Vice President of Operations of Autotrader from 2009 to 2011.
Keith A. Jezek President, Software	U.S.	Keith Jezek is President, Software of Parent. Prior to assuming this role, Mr. Jezek was President and Chief Executive Officer of vAuto, now a subsidiary of Parent, from 2006 to 2012.
Edward D. Smith Chief Technology Officer, Media and Software	U.S.	Edward Smith is Chief Technology Officer, Media and Software of Parent. Prior to assuming this role, Mr. Smith was Chief Information Officer and President, Technology Solutions at AlereHealth from 2009 to 2012.
Michael Noel Chief Technology Officer, Manheim North America	U.S.	Michael Noel is Chief Technology Officer, Manheim North America of Parent. Prior to assuming this role, Mr. Noel was Chief Information Officer and Senior Vice President, Global Shared Services of PRGX Global Inc. from 2009 to 2013.

I-1


Name	Citizenship	Present Principal and Past Material Occupation or Employment
Dale Pollak Executive Vice President	U.S.	Dale Pollak is Executive Vice President of Parent. Prior to assuming this role, Mr. Pollak was founder and Chief Executive Officer of vAuto, now a subsidiary of Parent, from 2006 to 2010.

Patrick J. Brennan Group Vice President, Financial Services	U.S.	Patrick Brennan is Group Vice President, Financial Services of Parent. Prior to assuming this role, Mr. Brennan was Market Vice President for Manheim from 2010 to 2011.

Joseph Luppino Senior Vice President; Chief Corporate Development Officer	U.S.	Joseph (“Joe”) Luppino is Senior Vice President and Chief Corporate Development Officer of Parent. Prior to assuming this role, Mr. Luppino was Senior Vice President and Chief Financial Officer for Manheim since 2006.

Joseph K. George Senior Vice President; Chief Strategy Officer	U.S.	Joseph (“Joe”) George is Senior Vice President and Chief Strategy Officer for Parent. Prior to assuming this role, Mr. George was Senior Vice President and Chief Strategy Officer for Manheim from 2013 to 2014, Senior Vice President of Product Development for Manheim from 2012 to 2014, General Vice President of Manheim Digital from 2011 to 2012, and General Vice President of Manheim Online Solutions from 2009 to 2011.

Rochester Anderson Jr. Senior Vice President; Chief People Officer	U.S.	Rochester (“Rock”) Anderson is Senior Vice President and Chief People Officer for Parent. Prior to assuming this role, Mr. Anderson was Regional Vice President of Manheim from 2013 to 2014 and Vice President of Human Resources of Manheim from 2010 to 2013.

John Kovac Senior Vice President, Marketing	U.S.	John Kovac is Senior Vice President of Marketing of Parent. Prior to assuming this role, Mr. Kovac was the VP for Marketing and Vice President of Sales Strategy and Business Development for Autotrader in 2013, and the Vice President of Consumer Marketing for Autotrader in 2010 to 2013.

I-2

Purchaser. The following table sets forth the name, present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each executive officer and director of Purchaser. The current business address of each person is c/o Cox Automotive, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328 and the business telephone number is (678) 645-0000.


Name	Citizenship	Present Principal and Past Material Occupation or Employment
Sanford H. Schwartz President; Director	U.S.	Sandy Schwartz is Director and President of Parent. Prior to assuming these roles, Mr. Schwartz was President of both Manheim and Autotrader from 2013 to 2014, President of Manheim from 2011 to 2013, and President of Cox Media Group, a subsidiary of CEI, from 2009 to 2011.

Joseph Luppino Vice President	U.S.	Joe Luppino is Senior Vice President and Chief Corporate Development Officer of Parent. Prior to assuming this role, Mr. Luppino was Senior Vice President and Chief Financial Officer for Manheim since 2006.

Dallas S. Clement Vice President; Director	U.S.	Dallas Clement is Executive Vice President and Chief Financial Officer of Parent. Prior to assuming these roles, Mr. Clement was Executive Vice President and Chief Financial Officer for Autotrader. Before joining Parent, he was Executive Vice President and Chief Strategy Officer of Cox Communications, a subsidiary of CEI, from 2010 to 2011.

Peter C. Cassat Vice President	U.S.	Peter Cassat is Vice President and General Counsel of Parent. Prior to assuming these roles, Mr. Cassat was Vice President and General Counsel of Autotrader, a subsidiary of Parent, from 2011 to 2014 and a Partner at Dow Lohnes, PLLC from 2000 to 2011.

Shauna S. Muhl Secretary; Director	U.S.	Shauna Muhl is Vice President, General Counsel, and Corporate Secretary of CEI. Prior to assuming these roles, Ms. Muhl was Vice President, Legal, and Corporate Secretary of CEI from 2010 to 2013.

I-3

Manually signed facsimiles of the Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

American Stock Transfer & Trust Company, LLC

LOGO

If delivering by mail:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

If delivering by courier or overnight delivery:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15^th Avenue

Brooklyn, New York 11219

Questions and requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery may be directed to the Information Agent. Such copies will be furnished promptly at Purchaser’s expense. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent or the Depositary) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

LOGO

Innisfree M&A Incorporated

Stockholders may call toll free: (877) 456-3463

Banks and Brokers may call toll free: (888) 750-5834

Exhibit (a)(1)(B)

Letter of Transmittal To Tender Shares of Common Stock

DEALERTRACK TECHNOLOGIES, INC.

at $63.25 Net Per Share in Cash Pursuant to the Offer to Purchase dated June 26, 2015 by

Runway Acquisition Co., a wholly-owned subsidiary of Cox Automotive, Inc.

The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for shares of common stock, par value $0.01 per share, of Dealertrack Technologies, Inc. (“Dealertrack”) (collectively, the “Shares”) tendered pursuant to this Letter of Transmittal, at a purchase price of $63.25 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 26, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON

JULY 24, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED,

THE “EXPIRATION DATE”) OR EARLIER TERMINATED.

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

LOGO

American Stock Transfer & Trust Company, LLC

If delivering by mail, hand, express mail, courier,

or other expedited service:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15^th Avenue

Brooklyn, New York 11219

Pursuant to the offer of Runway Acquisition Co. (“Purchaser”) to purchase all outstanding Shares of Dealertrack, the undersigned encloses herewith and surrenders the following certificate(s) representing Shares of Dealertrack:


DESCRIPTION OF SHARES SURRENDERED
Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	Shares Surrendered (attached additional list if necessary)
	Certificated Shares**
	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Surrendered**	Book Entry Shares Surrendered







	Total Shares
* Need not be completed by book-entry stockholders. ** Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being surrendered hereby.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, INNISFREE M&A INCORPORATED AT (877) 456-3463 FOR STOCKHOLDERS OR (888) 750-5834 FOR BANKS AND BROKERS.

You have received this Letter of Transmittal in connection with the offer of Runway Acquisition Co., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Cox Automotive, Inc., a Delaware limited liability company (“Parent”), to purchase all outstanding shares of common stock, par value $0.01 per share, of Dealertrack Technologies, Inc., a Delaware corporation (“Dealertrack”), of Dealertrack (collectively, the “Shares”), at a purchase price of $63.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, as described in the Offer to Purchase, dated June 24, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).

You should use this Letter of Transmittal to deliver to American Stock Transfer & Trust Company (the “Depositary”) Shares represented by stock certificates, or held in book-entry form on the books of Dealertrack, for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you must use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, stockholders who deliver certificates representing their Shares are referred to as “Certificate Stockholders,” and stockholders who deliver their Shares through book-entry transfer are referred to as “Book-Entry Stockholders.”

If certificates for your Shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary prior to the Expiration Date or you cannot complete the book-entry transfer procedures prior to the Expiration Date, you may nevertheless tender your Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2 below. Delivery of documents to DTC will not constitute delivery to the Depositary.

¨	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):


Name of Tendering Institution:



DTC Participant Number:				Transaction Code Number:

¨	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):


Name of Registered Owner (s):



Window Ticket Number (if any) or DTC Participant Number:



Date of Execution of Notice of Guaranteed Delivery:



Name of Institution which Guaranteed Delivery:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Runway Acquisition Co., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Cox Automotive, Inc., a Delaware limited liability company (“Parent”), the above-described shares of common stock, par value $0.01 per share, of Dealertrack Technologies, Inc., a Delaware corporation (“Dealertrack”) (the “Shares”), at a purchase price of $63.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to Purchase, as it may be amended or supplemented from time to time, the “Offer”).

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith, and not properly withdrawn, prior to the Expiration Date (as defined in the Introduction to the Offer to Purchase) in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after June 26, 2015 (collectively, “Distributions”). In addition, the undersigned hereby irrevocably appoints American Stock Transfer & Trust Company (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered shares) to the full extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing Shares (the “Share Certificates”) and any Distributions, or transfer of ownership of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions for transfer on the books of Dealertrack, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Dealertrack’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper, in each case, with respect to all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions, and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered hereby and, when the same are accepted for

payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE SHARES, THE SHARE CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH SHARES, SHARE CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE SHARES OR SHARE CERTIFICATE(S) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so tendered.


SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price in consideration of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above. Issue: ¨ Check and/or ¨ Share Certificates to:
Name:
		(Please Print)

Address:




(Include Zip Code)


(Tax Identification or Social Security Number)

¨ Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.


(DTC Account Number)


SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above. Deliver: ¨ Check and/or ¨ Share Certificates to:

Name:
		(Please Print)

Address:




(Include Zip Code)

IMPORTANT—SIGN HERE

(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)

(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)

(Signature(s) of Stockholder(s))

Dated: , 2015

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)


Name(s):
(Please Print)



Capacity (full title):



Address:
(Include Zip Code)



Area Code and Telephone Number:



Tax Identification or Social Security No.:

GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;

see Instructions 1 and 5)


Name of Firm:


(Include Zip Code)



Authorized Signature:



Name:


(Please Type or Print)



Area Code and Telephone Number:



Dated:		, 2015


		Place medallion guarantee in space below:

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by stockholders if Share Certificates are to be forwarded herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase, an Agent’s Message must be utilized. A manually executed facsimile of this document may be used in lieu of the original. Share Certificates representing all physically tendered Shares, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (“Book Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein prior to the Expiration Date (as defined in the Introduction of the Offer to Purchase). Please do not send your Share Certificates directly to Purchaser, Parent, or Dealertrack.

Stockholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedures for book-entry transfer prior to the Expiration Date may nevertheless tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser must be received by the Depositary prior to the Expiration Date, and (c) Share Certificates representing all tendered Shares, in proper form for transfer (or a Book Entry Confirmation with respect to such Shares), this Letter of Transmittal (or facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and all other documents required by this Letter of Transmittal, if any, must be received by the Depositary within three NASDAQ Global Select Market trading days after the date of execution of such Notice of Guaranteed Delivery.

A properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.

The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Purchaser may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES

SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any certificate of Shares, will be determined by Purchaser in its sole and absolute discretion (which may delegate power in whole or in part to the Depositary) which determination will be final and binding on all parties. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Share Certificate(s) whether or not similar defects or irregularities are waived in the case of any other stockholder. A surrender will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Neither the Purchaser or the Depositary or any other person will be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares tendered should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Stockholders Only; Not Applicable to Stockholders who Tender by Book-Entry Transfer). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Number of Shares Tendered” in the box titled “Description of Shares Tendered.” In such cases, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Shares.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes. Purchaser will pay any transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of Transmittal.

7. Special Payment and Delivery Instructions. If a check for the purchase price is to be issued, and/or Share Certificates representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from either the Information Agent or the Dealer Manager as set forth below, and will be furnished at Purchaser’s expense.

9. Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold a portion of the amount of any payments made to certain stockholders pursuant to the Offer or the Merger, as applicable. In order to avoid such backup withholding, each tendering stockholder or payee that is a United States person (for U.S. federal income tax purposes), must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such stockholder or payee is not subject to such backup withholding by completing the attached Form W-9. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. A tendering stockholder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate Form W-8. A Form W-8BEN may be obtained from the Depositary or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer.

NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION” SECTION BELOW.

10. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify Dealertrack’s stock transfer agent, American Stock Transfer & Trust Company, LLC at (800) 937-5449. The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.

11. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchase) and the applicable rules and regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by Purchaser in whole or in part at any time and from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a stockholder that is a non-exempt United States person (for U.S. federal income tax purposes) whose tendered Shares are accepted for payment, or whose Shares are converted in the Merger, is required by law to provide the Depositary (as payer) with such stockholder’s correct TIN on Form W-9 below. If such stockholder is an individual, the TIN is such stockholder’s social security number. If the Depositary is not provided with the correct TIN, the stockholder may be subject to penalties imposed by the Internal Revenue Service (“IRS”) and payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer, or converted in the Merger, may be subject to backup withholding.

If backup withholding applies, the Depositary is required to withhold 28% of any payments of the purchase price made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is furnished to the IRS.

Form W-9

To prevent backup withholding on payments that are made to a United States stockholder with respect to Shares purchased pursuant to the Offer or converted in the Merger, as applicable, the stockholder is required to notify the Depositary of such stockholder’s correct TIN by completing Form W-9 certifying, under penalties of perjury, (i) that the TIN provided on Form W-9 is correct (or that such stockholder is awaiting a TIN), (ii) that such stockholder is not subject to backup withholding because (a) such stockholder has not been notified by the IRS that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends, (b) the IRS has notified such stockholder that such stockholder is no longer subject to backup withholding or (c) such stockholder is exempt from backup withholding, and (iii) that such stockholder is a U.S. person.

What Number to Give the Depositary

Each United States stockholder is generally required to give the Depositary its social security number or employer identification number. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write “Applied For” in Part I,

sign and date the Form W-9. Notwithstanding that “Applied For” is written in Part I, the Depositary will withhold 28% of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. Such amounts will be refunded to such surrendering stockholder if a TIN is provided to the Depositary within 60 days. We note that your Form W-9, including your TIN, may be transferred from the Depositary to the Paying Agent, in certain circumstances.

Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, or another version of IRS Form W-8 to claim exemption from backup withholding, or contact the Depositary.

Form W-9

(Rev. December 2014)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the

requester. Do not

send to the IRS.

Print or type

See

Specific Instructions

on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

4 Exemptions (codes apply only to

certain entities, not individuals; see

instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)

(Applies to accounts maintained outside the U.S.)

¨ Individual/sole proprietor or
single-member LLC

C Corporation

S Corporation

Partnership

Trust/estate

¨ Limited liability company.
Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ^u

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in
the line above for the tax classification of the single-member owner.

¨ Other (see instructions) ^u

5 Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

I am a U.S. citizen or other U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.


Sign Here		Signature of U.S. person ^u		Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

● Form 1099-INT (interest earned or paid)

● Form 1099-DIV (dividends, including those from stocks or mutual funds)

● Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

● Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

● Form 1099-S (proceeds from real estate transactions)

● Form 1099-K (merchant card and third party network transactions)

● Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

● Form 1099-C (canceled debt)

● Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014)

Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

● An individual who is a U.S. citizen or U.S. resident alien;

● A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

● An estate (other than a foreign estate); or

● A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

● In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

● In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

● In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Form W-9 (Rev. 12-2014)

Page 3

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

● Generally, individuals (including sole proprietors) are not exempt from backup withholding.

● Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

● Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

● Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

Form W-9 (Rev. 12-2014)

Page 4

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


For this type of account:			Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor^*
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

Form W-9 (Rev. 12-2014)

Page 5

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

^*	Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

● Protect your SSN,

● Ensure your employer is protecting your SSN, and

● Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

The Depositary for the Offer to Purchase is:

American Stock Transfer & Trust Company, LLC

LOGO


If delivering by mail:		If delivering by courier or overnight delivery:

American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042		American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15^th Avenue Brooklyn, New York 11219

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed either to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

LOGO

Innisfree M&A Incorporated

Stockholders may call toll free: (877) 456-3463

Banks and Brokers may call toll free: (888) 750-5834

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

For Tender of Shares of Common Stock

Dealertrack Technologies, Inc.

$63.25 Net Per Share

Pursuant to the Offer to Purchase

dated June 26, 2015

Runway Acquisition Co.

a wholly owned direct subsidiary

Cox Automotive, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JULY 24, 2015, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation (“Dealertrack”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed prior to the Expiration Date or (iii) time will not permit all required documents to reach American Stock Transfer & Trust Company, LLC (the “Depositary”) prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary. See Section 3 of the Offer to Purchase (as defined below).

LOGO

American Stock Transfer & Trust Company, LLC


*If delivering by mail:* American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042		*If delivering by courier or overnight delivery:* American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15^th Avenue Brooklyn, New York 11219

		*By Facsimile Transmission:* *For Eligible Institutions Only:* (718) 234-5001 *For Confirmation Only:* (718) 234-5001

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN SECTION 3 OF THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this Notice of Guaranteed Delivery must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal (as defined below) or an Agent’s Message (as defined in Section 2 of the Offer to Purchase) and certificates for Shares (or Book-Entry Confirmation, as defined in Section 2 of the Offer to Purchase) to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to Runway Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Cox Automotive, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated June 26, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase and other related materials, the “Offer”), receipt of which is hereby acknowledged, the number of Shares of Dealertrack specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares and Certificate No(s)

(if available)






¨ Check here if Shares will be tendered by book-entry transfer.

Name of Tendering Institution:

DTC Account Number:

Dated:



Name(s) of Record Holder(s):
		(Please type or print)

Address(es):
		(Zip Code)

Area Code and Tel. No.
		(Daytime telephone number)

Signature(s):




Notice of Guaranteed Delivery

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, an Eligible Institution, hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the U.S. Securities Exchange Act of 1934, as amended, and (ii) within three New York Stock Exchange trading days of the date hereof, (A) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal or (B) guarantees a Book-Entry Confirmation of the Shares tendered hereby into the Depositary’s account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal, or an Agent’s Message (defined in Section 2 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal.


Name of Firm:
		(Please type or print)



Address(es):


		(Zip Code)



Area Code and Telephone No.


(Authorized Signature)



Name:
		(Please type or print)



Title:

Date:


NOTE: DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit (a)(1)(D)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

Dealertrack Technologies, Inc.

$63.25 Net Per Share

Pursuant to the Offer to Purchase dated June 26, 2015

Runway Acquisition Co.

a wholly owned direct subsidiary

Cox Automotive, Inc.

June 26, 2015

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation (which we refer to as “Parent”), to act as Information Agent in connection with Purchaser’s offer to purchase for cash all outstanding shares of common stock, par value $0.01 per share (together, the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation (which we refer to as “Dealertrack”), at a purchase price of $63.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 26, 2015 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

Certain conditions to the Offer are described in Section 15 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Solicitation/Recommendation Statement on Schedule 14D-9 of Dealertrack;

3. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with the included Internal Revenue Service Form W-9;

4. A notice of guaranteed delivery to be used to accept the Offer if Shares and all other required documents cannot be delivered to American Stock Transfer & Trust Company, LLC (the “Depositary”) by the Expiration Date or if the procedure for book-entry transfer cannot be completed by the Expiration Date (the “Notice of Guaranteed Delivery”);

5. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

6. A return envelope addressed to the Depositary for your use only.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at midnight, New York City time, on July 24, 2015, unless the Offer is extended or earlier terminated.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of June 12, 2015 (the “Merger Agreement”), by and among Parent, Purchaser and Dealertrack. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Dealertrack (the “Merger”), with Dealertrack continuing as the surviving corporation in the Merger.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or, in the case of book-entry transfer, either such Letter of Transmittal or an Agent’s Message (as defined in Section 2 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal. You may gain some additional time by making use of the Notice of Guaranteed Delivery.

Except as set forth in the Offer to Purchase, Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned at the address and telephone numbers set forth below.

Very truly yours,

Innisfree M&A Incorporated

Nothing contained herein or in the enclosed documents shall render you the agent of Purchaser, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

The Information Agent for the Offer is:

LOGO

Innisfree M&A Incorporated

Stockholders may call toll free: (877) 456-3463

Banks and Brokers may call toll free: (888) 750-5834

Exhibit (a)(1)(E)

Offer To Purchase For Cash All Outstanding Shares of Common Stock of

DEALERTRACK TECHNOLOGIES, INC.

at $63.25 Net Per Share by

Runway Acquisition Co.

a wholly owned direct subsidiary of

Cox Automotive, Inc.

June 26, 2015

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated June 26, 2015 (what we refer to as the “Offer to Purchase”), and the related Letter of Transmittal (what we refer to as the “Letter of Transmittal” and what, together with the Offer to Purchase, as each may be amended or supplemented from time to time, we refer to as the “Offer”) in connection with the offer by Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation (which we refer to as “Parent”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation (which we refer to as “Dealertrack”), at a purchase price of $63.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $63.25 per Share, net to you in cash, without interest thereon and less any applicable withholding taxes.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of June 12,, 2015 (together with any amendments or supplements thereto, what we refer to as the “Merger Agreement”), among Parent, Purchaser and Dealertrack, pursuant to which, after the consummation of the Offer and the

satisfaction or waiver of the conditions set forth therein, Purchaser will be merged with and into Dealertrack, and Dealertrack will be the surviving corporation and a wholly owned subsidiary of Parent (which we refer to as the “Merger”).

4. The Offer and withdrawal rights will expire at midnight, New York City time, on July 24, 2015, unless the Offer is extended by Purchaser or earlier terminated.

5. The Offer is subject to certain conditions described in Section 15 of the Offer to Purchase.

6. Tendering stockholders who are record owners of their Shares and who tender directly to American Stock Transfer & Trust Company, LLC (the “Depositary”) will not be obligated to pay brokerage fees, commissions or similar expenses or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer.

If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us with sufficient time to permit us to submit the tender on your behalf before the Expiration Date.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any state in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such state.

INSTRUCTION FORM
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of

DEALERTRACK TECHNOLOGIES, INC.

at
$63.25 Net Per Share
Pursuant to the Offer to Purchase dated June 26, 2015
by

Runway Acquisition Co.

a wholly owned direct subsidiary
of

Cox Automotive, Inc.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated June 26, 2015 (what we refer to as the “Offer to Purchase”), and the related Letter of Transmittal (what we refer to as the “Letter of Transmittal” and what, together with the Offer to Purchase, as each may be amended or supplemented from time to time, we refer to as the “Offer”), in connection with the offer by Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly-owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation, to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation, at a purchase price of $63.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares submitted on my behalf will be determined by Purchaser and such determination shall be final and binding.


ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED

HEREBY: SHARES*⁴

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Date (as defined in the Offer to Purchase).


Address:
		(Include Zip Code)



Area code and Telephone no.



Tax Identification or Social Security No.

⁴	Unless otherwise indicated, it will be assumed that all Shares held by the undersigned for our account are to be tendered.

Exhibit (a)(1)(G)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated June 26, 2015, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

DEALERTRACK TECHNOLOGIES, INC.

a Delaware corporation

$63.25 NET PER SHARE

Pursuant to the Offer to Purchase dated June 26, 2015

RUNWAY ACQUISITION CO.

a wholly owned direct subsidiary of

COX AUTOMOTIVE, INC.

Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation (which we refer to as “Parent”), is offering to purchase for cash all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”) of Dealertrack Technologies, Inc., a Delaware corporation (which we refer to as “Dealertrack”), at a purchase price of $63.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 26, 2015 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).

Tendering stockholders who are record owners of their Shares and who tender directly to American Stock Transfer & Trust Company, LLC (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JULY 24, 2015, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED IN ACCORDANCE WITH THE MERGER AGREEMENT (DEFINED BELOW).

delivered in connection therewith, (ii) by a wholly owned subsidiary of Dealertrack or Parent (other than Purchaser) or a wholly owned subsidiary of Purchaser, which Shares shall be converted into shares of the Surviving Corporation representing the same percentage ownership in the Surviving Corporation that such holder owned in Dealertrack prior to the effective time of the Merger, and (iii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically converted into the right to receive $63.25 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. As a result of the Merger, Dealertrack will cease to be a publicly traded company and will become wholly owned by Parent. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares. The Merger Agreement is more fully described in the Offer to Purchase.

The Offer is conditioned upon, among other things, (a) the absence of a termination of the Merger Agreement in accordance with its terms and (b) the satisfaction of (i) the Minimum Condition, (ii) the Antitrust Law Condition, (iii) the Governmental Authority Condition, (iv) the Representations Condition, (v) the Covenants Condition and (vi) the Material Adverse Effect Condition, each as described below. The Minimum Condition requires that the number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn on or prior to midnight (New York City time) on July 24, 2015 (the “Expiration Date,” unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire) (excluding Shares tendered pursuant to guaranteed delivery procedures but not yet delivered) together with any Shares then owned by Parent or its subsidiaries, represent a majority of the outstanding Shares as of the Expiration Date. The Antitrust Law Condition requires that any applicable waiting period, consent or approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) shall have expired, been terminated or been obtained at or prior to the Expiration date. Under the HSR Act, each of Parent and Dealertrack is required to file a Premerger Notification and Report Form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice in connection with the purchase of Shares in the Offer, which filings were made on June 19, 2015. The Governmental Authority Condition requires that no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the Merger illegal or otherwise prohibiting, restraining or preventing the consummation of the Offer or the Merger. The Representations Condition requires that certain representations and warranties made by the Company in the Merger Agreement be accurate, subject to the materiality and other qualifications set forth in the Merger Agreement. The Covenants Condition requires that Dealertrack materially comply with all material covenants pursuant to the Merger Agreement. The Material Adverse Effect Condition requires that since June 12, 2015, there shall not have occurred and be continuing as of the Expiration Date a Company Material Adverse Effect (or any event, development or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect), in each case as defined under the Merger Agreement. The Offer also is subject to other conditions as described in this Offer to Purchase.

The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer and Parent is required to cause the Purchaser to extend the Offer. Specifically, the Merger Agreement provides that:

•

If any Offer condition has not been satisfied or, to the extent waivable by Parent or Purchaser pursuant to the Merger Agreement, waived by Parent or Purchaser, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive periods of up to 5 business days each (or up to 20 business days if Parent so desires and Dealertrack consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of the Offer conditions.

•

Purchaser shall extend the Offer for any period or periods required by applicable law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission (the “SEC”) or its staff or The NASDAQ Stock Market, LLC (“NASDAQ”).

•

However, in no event will Purchaser be required, or permitted without the Company’s consent, to extend the Offer beyond the Outside Date (as defined under the Merger Agreement), unless at such time Parent is in material breach of the Merger Agreement and such material breach has caused or resulted in the Offer not being consummated by such date.

Purchaser has agreed that it will terminate the Offer promptly upon any termination of the Merger Agreement.

Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the prior written consent of Dealertrack, Purchaser is not permitted to (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition, the Antitrust Law Condition or the Governmental Authority Condition, (v) add any condition to the Offer or any term that is adverse to holders of Shares, (vi) extend the expiration of the Offer except as required or permitted by the Merger Agreement, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Shares.

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

Because the Merger will be governed by Section 251(h) of the DGCL, Purchaser does not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as paying agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on Purchaser’s behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in the Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will Purchaser pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment for Shares.

In all cases, Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as described in the Offer to Purchase) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to midnight (New York City time) on the Expiration Date and, unless previously accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after August 24, 2015, which is the 60th day after the date of the commencement of the Offer. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as described in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in the Offer to Purchase any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in the Offer to Purchase at any time on or prior to the Expiration Date.

Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal subject to applicable law as applied by a court of competent jurisdiction, and Purchaser’s determination will be final and binding. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

Dealertrack has provided Purchaser with Dealertrack’s stockholder list and security position listings for the purpose of disseminating the Offer to Purchase, the related Letter of Transmittal and other related materials to holders of Shares. The Offer to Purchase and related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the stockholder list of Dealertrack and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction to U.S. Holders for United States federal income tax purposes. See the Offer to Purchase for a more detailed discussion of the tax treatment of the Offer. Each holder of Shares should consult with its tax advisor as to the particular tax consequences to such holder of exchanging Shares for cash in the Offer or the Merger.

The Offer to Purchase and the related Letter of Transmittal contain important information. Holders of Shares should carefully read both documents in their entirety before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for copies of the Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the Information Agent. Such copies will be furnished promptly at Purchaser’s expense. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Except as set forth in the Offer to Purchase, neither Purchaser nor Parent will pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent or the Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

The Information Agent for the Offer is:

LOGO

Innisfree M&A Incorporated

Stockholders may call toll free: (877) 456-3463

Banks and Brokers may call toll free: (888) 750-5834

June 26, 2015

Exhibit (b)(1)

Citigroup Global Markets Inc.

390 Greenwich Street

New York, New York 10013

June 12, 2015

Cox Enterprises, Inc.

6205 Peachtree Dunwoody Road

Atlanta, GA 30328

Attention:

Dallas Clement

Executive Vice President and CFO

$1.85 Billion Unsecured Bridge Facility

Project Runway

COMMITMENT LETTER

Ladies and Gentlemen:

Cox Enterprises, Inc. (the “Company” or “you”) has advised Citi (as defined below) (the “Commitment Party”, “we” or “us”) that you desire to establish a $1,850,000,000 senior unsecured bridge term loan facility (the “Bridge Facility”), the proceeds of which would be used by the Company and/or a wholly owned subsidiary of the Company to finance the transactions described in Annex I. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to them in the Annexes hereto.

Subject to the terms and conditions of this commitment letter and the attached Annexes I and II (collectively, this “Commitment Letter”), Citigroup Global Markets Inc. (“CGMI”), on behalf of Citi (as defined below), is pleased to inform the Company of Citi’s commitment to provide the Company the entire amount of the Bridge Facility and to act as administrative agent for the Bridge Facility. For purposes of this Commitment Letter, “Citi” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated hereby.

Section 1. Conditions Precedent. Subject in all respects to the Conditions Limitation Provisions (as defined below), the availability of the Bridge Facility will be subject solely to the execution and delivery by the parties thereto of definitive documentation for the Bridge Facility, including the credit agreement (the “Bridge Facility Documentation”) having the terms and conditions specified in this Commitment Letter and the satisfaction or waiver of the conditions set forth in Annex II hereto.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Bridge Facility Documentation or any other agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations the accuracy of which shall be a condition to availability of the Bridge Facility on the Closing Date shall be (A) such of the representations made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliates) have the right to terminate (or not perform) your obligations under the Acquisition Agreement as a result of an inaccuracy of such representations in the Acquisition Agreement (the

“Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Bridge Facility Documentation shall be in a form such that they do not impair availability of the Bridge Facility on the Closing Date if the conditions set forth in Section 1 of this Commitment Letter and Annex II hereto are satisfied (or waived). For purposes hereof, “Specified Representations” means the representations and warranties of the Company relating to corporate existence, power and authority of the Company, the due authorization, execution, delivery by the Company and enforceability against the Company of the Bridge Facility Documentation, the Bridge Facility Documentation not conflicting with charter documents of the Company, the entry into the Bridge Facility Documentation or the borrowing by the Company thereunder not conflicting with the Existing Credit Agreement or the 7 3/8% Debentures due 2027 issued pursuant to that Indenture dated as of July 9, 1997 between the Company and The Bank of New York, solvency of the Company and its subsidiaries on a consolidated basis (after giving effect to the Transactions as described on Exhibit A to Annex II attached hereto), Federal Reserve margin regulations, the Patriot Act, the Borrower’s use of proceeds of the Bridge Facility not conflicting with Anti-Corruption Laws and Sanctions, and the Investment Company Act (solely as it relates to the Company). Notwithstanding anything in this Commitment Letter, the Fee Letter, the Bridge Facility Documentation or any other agreement or other undertaking concerning the financing of the Transactions to the contrary, the only conditions to availability of the Bridge Facility on the Closing Date are set forth in the first paragraph of Section 1 hereof and on Annex II hereto, and shall be subject in all respects to this paragraph. This paragraph, and the provisions herein, shall be referred to as the “Conditions Limitation Provisions”.

Section 2. Commitment Termination. The Commitment Party’s commitment and other obligations set forth in this Commitment Letter will terminate on the earliest of (a) the date the Bridge Facility Documentation become effective, (b) the date on which (i) the Acquisition Agreement is terminated or expires in accordance with its terms or (ii) the Company informs the Commitment Party in writing, or makes a public announcement, that the Company has abandoned its pursuit of the Acquisition and (c) March 15, 2016 (or, if extended pursuant to Section 8.1(b) of the Acquisition Agreement (as in effect on the date hereof), such extended date) (the “Outside Date”). Notwithstanding the foregoing, the termination of the Commitment Party’s commitment and other obligations hereunder will not affect Sections 3 through 12, which provisions will survive any such termination; provided that your obligations under this Commitment Letter and the Fee Letter, other than with respect to assistance to be provided in connection with the initial syndication of the Bridge Facility and with respect to confidentiality of the Commitment Letter and the Fee Letter and compensation, shall, to the extent covered thereby, automatically terminate and be superseded by the provisions of the Bridge Facility Documentation, if any, upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time.

Section 3. Syndication. The Commitment Party reserves the right, before or after the execution of the Bridge Facility Documentation but subject in each case to the provisions of this Section 3, to syndicate all or a portion of the Bridge Facility (including all or part of the Commitment Party’s commitment) to one or more other financial institutions selected in consultation with the Company and reasonably acceptable to the Company, which acceptance will not be unreasonably withheld or delayed (it being understood and agreed that the lenders party to the Existing Credit Agreement (the “Approved Lenders”) are acceptable to the Company), that will become parties to the Bridge Facility Documentation pursuant to a syndication to be managed by the Commitment Party in consultation with you (the financial institutions becoming parties to the Bridge Facility Documentation being collectively referred to herein as the “Lenders”); provided that notwithstanding the Commitment Party’s right to syndicate the Bridge Facility and receive commitments with respect thereto, the Commitment Party shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the Bridge Facility on the Closing Date) in connection with any syndication, assignment or participation of the Bridge Facility, including its commitments in respect thereof, prior to the Closing Date, except pursuant to (x) the Bridge

Facility Documentation or (y) a customary joinder agreement pursuant to which a Lender (selected, for the avoidance of doubt, in accordance with this paragraph) agrees to become party to this Commitment Letter and to extend commitments directly to you on the terms set forth herein, and which, for the avoidance of doubt, shall not add any conditions to the availability of the Bridge Facility. The Commitment Party will manage all aspects of the syndication in consultation with the Company, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders, the assignment of any titles and the compensation to be provided to the Lenders.

Until the earlier of the date that is 60 days after the Closing Date and the occurrence of a Successful Syndication (as defined in the Fee Letter) (such earlier date, the “Syndication Date”), the Company agrees to actively assist the Commitment Party in forming a syndicate reasonably acceptable to the Commitment Party and you (it being understood and agreed that the Approved Lenders are acceptable to you). The Company’s assistance in forming such a syndicate will include, without limitation (a) making senior management and representatives of the Company available to participate in information meetings with potential Lenders and rating agencies at mutually agreeable times and places and upon reasonable notice as the Commitment Party may reasonably request; (b) using the Company’s commercially reasonable efforts to ensure that the syndication efforts benefit from the Company’s existing lending relationships; (c) assisting (including using its commercially reasonable efforts to cause its advisors to assist) in the preparation of a customary confidential information memorandum for the Bridge Facility and other customary marketing and rating agency materials to be used in connection with the syndication of the Bridge Facility; (d) promptly providing the Commitment Party with all other customary information reasonably deemed necessary by it to accomplish a Successful Syndication (it being understood that notwithstanding anything to the contrary provided herein, no projections of the Company or Target shall be required to be delivered to the Commitment Party or any Lender other than projections of the Company provided to the Commitment Party prior to the date hereof) ; and (e) using commercially reasonable efforts to obtain prior to the Closing Date a Debt Rating from Moody’s Investors Service Inc. (“Moody’s”) and Standard & Poor’s Rating Service (“S&P”) that gives effect to the Transactions. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter but without prejudice to the obligation to assist with the syndication of the Bridge Facility as set forth in this Commitment Letter, neither the commencement nor completion of the syndication of the Bridge Facility, nor the obtaining of credit ratings, nor your compliance with any other provision of this paragraph, shall constitute a condition precedent to the commitments and obligations of the Commitment Party hereunder.

The Company acknowledges that (a) the Commitment Party may make available any Information and Projections (each such term as defined in Section 8) (collectively, the “Company Materials”) to potential Lenders by posting the Company Materials on IntraLinks, Debtdomain or another similar electronic system (the “Platform”) and (b) in connection with the syndication of the Bridge Facility, unless the parties hereto otherwise agree in writing, you shall be under no obligation to provide Company Materials suitable for distribution to any prospective public-side Lender (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities or the Target and its securities) (each, a “Public Lender”). It is understood that in connection with your assistance described above, you will provide customary authorization letters authorizing the distribution of the Company Materials to prospective Lenders.

To ensure an effective syndication of the Bridge Facility, the Company agrees that until the Syndication Date, the Company will not, will not permit any of its domestic subsidiaries to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, any syndicated debt facility or debt security (including any renewals thereof) if such syndication or issuance would reasonably be expected to materially impair the primary syndication of the Bridge Facility; provided, however, that the

foregoing will not limit (i) the issuance of commercial paper, (ii) borrowings under the Existing Credit Agreement (or an amendment thereof) and the Revolving Loan Promissory Note dated January 13, 2015 between the Company and Cox Communications, Inc., as borrowers and Clarendon Family Office LLC, as lender (and, in the case of the Revolving Loan Promissory Note, such borrowings shall not exceed $500,000,000), (iii) the Company’s entering into and borrowing under the Bank Financing, (iv) capital leases, purchase money and equipment financing indebtedness and letter of credit facilities incurred in the ordinary course of business, (vi) intercompany indebtedness, (vii) any securitization financing for NextGear Capital, Inc. or (viii) any other financing reasonably agreed by the Lead Arranger.

Citi will act as the sole administrative agent for the Bridge Facility and CGMI will act as sole lead arranger (in such capacity, the “Lead Arranger”) and sole bookrunner. It is understood and agreed that Citi will have “left” placement in all marketing materials and other documentation used in connection with the Facility. No additional agents, co-agents or arrangers will be appointed, no other titles awarded and no compensation (except as set forth in this Commitment Letter) will be paid in order to obtain commitments in connection with the Bridge Facility, unless you and we shall so agree.

Section 4. Fees. In addition to the fees described in Annex I, the Company will pay the non-refundable fees set forth in the letter agreement dated the date hereof (as amended or otherwise modified from time to time, the “Fee Letter”) between the Company and the Commitment Party.

Section 5. Indemnification. The Company will indemnify and hold harmless the Commitment Party, each Lender and each of their respective affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including without limitation, the reasonable and documented fees and disbursements of one firm of attorneys for related claims of the Indemnified Parties (in addition to one separate firm of local attorneys in each jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)) and in the case of an actual or perceived conflict of interest, one additional counsel for all affected Indemnified Parties in each appropriate jurisdiction), that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case, arising out of or in connection with or by reason of this Commitment Letter, the Fee Letter or the Bridge Facility Documentation or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Bridge Facility, except (a) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any Related Person (as hereinafter defined) of such Indemnified Party, (b) to the extent resulting from any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Party solely against another Indemnified Party, other than claims against the Commitment Party or the administrative agent, in each case in its capacity as such or (c) to the extent arising from a material breach by such Indemnified Party or any Related Person thereof of its obligations hereunder as found by a final, non-appealable judgment by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity will be effective whether or not such investigation, litigation or proceeding is brought by the Company, the Target, any of their respective directors, security holders or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You shall not be liable for any settlement of any pending or threatened Proceeding effected without your prior written consent (which consent shall not be unreasonably withheld); provided, however, that the foregoing indemnity will apply to any such settlement in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume

such defense; provided, further, that if a Proceeding is settled with your prior written consent or if there is a final judgment in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Party to the extent and in the manner set forth above. You shall not, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnified Party.

No Indemnified Party will have any liability (whether in contract, tort or otherwise) to the Company or any of its respective affiliates or any of their respective security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s or its Related Person’s gross negligence, bad faith or willful misconduct. In no event, however, will you or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including without limitation, any loss of profits, business or anticipated savings); provided that this sentence shall not limit your indemnity obligations expressly provided in the immediately preceding paragraph.

The Company acknowledges that information and other materials related to the Bridge Facility and the transactions contemplated hereby may be transmitted through the Platform. No Indemnified Party will be liable to the Company or any of its affiliates or any of their respective security holders or creditors for any damages arising from the use by unauthorized persons of information or other materials sent through the Platform that are intercepted by such persons, other than for damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction.

For purposes hereof, a “Related Person” of an Indemnified Party means (a) any controlling person, controlled affiliate or subsidiary of such Indemnified Party, (b) the respective directors, officers or employees of such Indemnified Party or any of its subsidiaries, controlled affiliates or controlling persons and (c) the respective agents and advisors of such Indemnified Party or any of its subsidiaries, controlled affiliates or controlling persons.

Section 6. Costs and Expenses. The Company will pay, or reimburse the Commitment Party on demand for, all reasonable and documented out-of-pocket costs and expenses incurred by the Commitment Party (whether incurred before or after the date hereof) in connection with the Facility and the preparation, negotiation, execution and delivery of this Commitment Letter, the Fee Letter and the Bridge Facility Documentation, including without limitation, the reasonable and documented fees and expenses of one firm of attorneys for the Commitment Party (in addition to one separate firm of local attorneys in each applicable jurisdiction and reasonably necessary specialty counsel (such as tax and regulatory)), in each case regardless of whether any of the transactions contemplated hereby are consummated. The Company will also pay all costs and expenses of the Commitment Party (including without limitation, the reasonable fees and disbursements of counsel) incurred in connection with the enforcement of any of its rights and remedies under this Commitment Letter.

Section 7. Confidentiality. By accepting delivery of this Commitment Letter, the Company agrees that neither the existence of this Commitment Letter nor the Fee Letter nor their respective terms will be disclosed by the Company to any person other than (a) to the Company’s affiliates and the Company’s and its affiliates’ respective officers, partners, directors, employees, advisors, legal counsel, accountants, agents and other representatives (the “Company Representatives”), and then only on a

confidential and “need to know” basis in connection with the Transactions, (b) as may be compelled in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the extent reasonable and practical and not prohibited by applicable law, to inform us promptly thereof), (c) in any prospectus or other offering document in connection with the Transactions, in any proxy relating to the Acquisition, in any syndication or other marketing material in connection with the Bridge Facility or in connection with any public filing requirement relating to the Transactions and as you may determine is customary or reasonably advisable to comply with your obligations under securities and other applicable laws and regulations (but, in each case, not the Fee Letter or the contents thereof other than the existence thereof and any applicable fees thereunder as part of the projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other disclosures), (d) with respect to Annex I, on a confidential basis to any potential Lenders and to any rating agency in connection with the Transactions, (e) in connection with the exercise of any remedies hereunder or under any of the Bridge Facility Documentation or any action or proceeding relating to this Commitment Letter or the Fee Letter or the enforcement of rights hereunder or thereunder and (f) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by you. Notwithstanding any other provision in this Commitment Letter, the Commitment Party hereby confirms that the Company and the Company Representatives will not be limited from disclosing the U.S. tax treatment or U.S. tax structure of the Bridge Facility.

The Commitment Party agrees to maintain the confidentiality of the Company Materials, except that Company Materials may be disclosed (a) to its affiliates and to its and its affiliates’ respective partners, directors, officers, employees, agents, advisors, legal counsel, accountants and other representatives, in each case on a confidential and “need-to-know” basis and only in connection with the Transactions (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Company Materials and instructed to keep such Company Materials confidential), (b) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law, any regulatory authority or compulsory legal process or requested by any regulatory authority (in which case, other than in the case of a disclosure in connection with a regulatory exam, such person agrees to inform you promptly thereof to the extent reasonable and practical and not prohibited by law), (c) to the extent required by applicable requirements of law or regulation or by any subpoena or similar legal or regulatory process (in which case such person agrees to inform you promptly thereof to the extent reasonable and practical and not prohibited by law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any of the Bridge Facility Documentation or any action or proceeding relating to this Commitment Letter or the Fee Letter or the enforcement of rights hereunder or thereunder, or to establish a “due diligence” defense, (f) to any potential or prospective Lenders and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Company and its obligations under the Bridge Facility, in each case, subject to the acknowledgment and acceptance by such potential or prospective Lender that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment Party, including, without limitation, as set forth in any confidential information memorandum or other marketing materials) in accordance with the standard syndication processes of the Commitment Party or customary market standards for dissemination of such type of information, which may require “click through” or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof, (g) on a confidential basis, to any rating agency in connection with the Transactions, (h) with your consent or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this paragraph, (y) was already in our possession or is independently developed by us or (z) becomes available to the Commitment Party from a source other than you that is not to the Commitment Party’s knowledge subject to confidentiality

obligations to you. For purposes of this Section, “Company Materials” shall exclude any such information that is available to the Commitment Party or its affiliates on a nonconfidential basis prior to disclosure by you or your affiliates. Any person required to maintain the confidentiality of Company Materials as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Company Materials as such person would accord to its own confidential information. The provisions of this paragraph shall be superseded by the analogous confidentiality provisions in the Bridge Facility Documentation if the Bridge Facility Documentation becomes effective, and if the Bridge Facility Documentation do not become effective, the provisions of this paragraph shall terminate on the second anniversary of the date hereof.

Section 8. Representations and Warranties of the Company. The Company represents and warrants that (to the best of your knowledge with respect to Information relating to the Target and its subsidiaries) (i) all written information, other than Projections (as defined below) and information of a general economic or industry nature (the “Information”), taken as a whole, that has been or will hereafter be made available to the Commitment Party or any Lender by the Company or any of its representatives on its behalf in connection with the transactions contemplated hereby is and will be (as of the date made available) correct in all material respects and does not and will not (as of the date made available) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not misleading in light of the circumstances under which such statements were or are made and (ii) all financial projections, if any, that have been or will be prepared by the Company or any of its representatives and made available to the Commitment Party or any Lender (the “Projections”) have been or will be prepared in good faith based upon assumptions that are or were reasonable as of the date of the preparation of such Projections and at the time such Projections are made available (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, the Projections, by their nature, are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved and actual results may differ from the Projections and such differences may be material). If, at any time from the date hereof until the later of the Closing Date and the Syndication Date, any of the representations and warranties in the preceding sentence would be incorrect in any material respect (to the best knowledge of the Company with respect to Information relating to the Target and its subsidiaries) if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then the Company agrees to promptly supplement, or cause to be supplemented, the Information and/or Projections from time to time so that the representations and warranties contained in this paragraph remain correct in all material respects under those circumstances.

In providing this Commitment Letter and in arranging the Bridge Facility, the Commitment Party is relying on the accuracy of the Information without independent verification thereof.

Section 9. No Third Party Reliance, Not a Fiduciary, Etc. This Commitment Letter is intended to be solely for the benefit of the parties hereto and, with respect to Section 5 hereof, the Indemnified Parties, and may not be relied upon or enforced by any other person. The Company may not assign any of its rights or obligations hereunder without the Lead Arranger’s prior written consent. The Commitment Party may not assign all or any portion of its commitment hereunder except in the manner described in the proviso to the penultimate sentence of the first paragraph of Section 3. This Commitment Letter may not be amended or modified, or any provision hereof waived, except by a written agreement signed by all parties hereto.

The Company hereby acknowledges that the Commitment Party is acting pursuant to a contractual relationship on an arm’s length basis, and the parties hereto do not intend that the Commitment Party act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person.

Each of the Company and the Commitment Party hereby expressly disclaims any fiduciary relationship and agrees they are each responsible for making their own independent judgments with respect to any transactions entered into between them. The Company also hereby acknowledges that the Commitment Party has not advised and is not advising the Company as to any legal, accounting, regulatory or tax matters, and that the Company is consulting its own advisors concerning such matters to the extent it deems appropriate.

The Company understands that the Commitment Party and its affiliates (collectively, the “Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research). Members of the Group and businesses within the Group generally act independently of each other, both for their own account and for the account of clients. Accordingly, there may be situations where parts of the Group and/or their clients either now have or may in the future have interests, or take actions, that may conflict with the Company’s interests. For example, the Group may, in the ordinary course of business, engage in trading in financial products or undertake other investment businesses for their own account or on behalf of other clients, including without limitation, trading in or holding long, short or derivative positions in securities, loans or other financial products of the Company or its affiliates, the Target or its affiliates or other entities connected with the Facility or the transactions contemplated hereby.

In addition, you acknowledge that you have retained Citi as a financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. You agree not to assert any claim you might allege based on any actual or perceived conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein.

In recognition of the foregoing, the Company agrees that the Group is not required to restrict its activities as a result of this Commitment Letter and that the Group may undertake any business activity without further consultation with or notification to the Company. Neither this Commitment Letter nor the receipt by the Commitment Party of confidential information nor any other matter will give rise to any fiduciary, equitable or contractual duties (including without limitation, any duty of trust or confidence) that would prevent or restrict the Group from acting on behalf of other customers or for its own account. Furthermore, the Company agrees that neither the Group nor any member or business of the Group is under a duty to disclose to the Company or use on behalf of the Company any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with such activities. However, consistent with the Group’s long-standing policy to hold in confidence the affairs of its customers, the Group will not use confidential information obtained from the Company except in connection with its services to, and its relationship with, the Company, provided however, that the Group will be free to disclose information in any manner as required by law, regulation, regulatory authority or other applicable judicial or government order.

Section 10. Governing Law, Etc. This Commitment Letter and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Commitment Letter and the transactions contemplated hereby will be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law principles that would lead to the application of laws other than the law of the State of New York; provided that the laws of the state governing the Acquisition Agreement shall apply in determining (i) the interpretation of a “Company Material Adverse Effect” and whether a Company Material Adverse Effect has occurred, (ii) the accuracy of any Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you or your applicable affiliate have the right or would have the right to terminate your obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement and (iii) whether

the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement. This Commitment Letter sets forth the entire agreement between the parties with respect to the matters addressed herein and supersedes all prior communications, written or oral, with respect hereto. This Commitment Letter may be executed in any number of counterparts, each of which, when so executed, will be deemed to be an original and all of which, taken together, will constitute one and the same Commitment Letter. Delivery of an executed counterpart of a signature page to this Commitment Letter by facsimile transmission or other electronic transmission (i.e. a “pdf” or “tif”) will be as effective as delivery of an original executed counterpart of this Commitment Letter.

Section 11. Waiver of Jury Trial. Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof.

Section 12. Consent to Jurisdiction, Etc. Each party hereto irrevocably and unconditionally (i) agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or in equity, whether in contract, tort or otherwise, against any other party hereto arising out of or in any way relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, (ii) submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court, (iii) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, litigation or proceeding arising out of or relating to this Commitment Letter or the Fee Letter in any court referred to in this Section, (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action, litigation or proceeding in any such court and (v) consents to the service of any process, summons, notice or document in any such action, litigation or proceeding by registered mail addressed to the Company or us at our respective addresses specified on the first page of this Commitment Letter. A final judgment in any such action, litigation or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent that any party hereto may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party irrevocably waives such immunity in respect of its obligations under this Commitment Letter.

Section 13. Patriot Act Compliance. The Commitment Party hereby notifies the Company that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), the Commitment Party and each of the Lenders is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Commitment Party to identify the Company in accordance with the Patriot Act. In that connection, the Commitment Party may also request corporate formation documents, or other forms of identification, to verify information provided.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Bridge Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being

acknowledged and agreed that the funding of the Bridge Facility is subject to the applicable conditions precedent set forth in the first paragraph of Section 1 of this Commitment Letter and in Annex II hereto.

Please indicate the Company’s acceptance of the provisions hereof by signing the enclosed copy of this Commitment Letter and the Fee Letter and returning them to the Commitment Party at or before 11:59 p.m. (New York City time) on June 12, 2015, the time at which the commitments and other obligations of the Commitment Party hereunder (if not so accepted prior thereto) will terminate if you have not yet so signed the Commitment Letter and Fee Letter.

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Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

By		/s/ Michael Vondriska
Name:		Michael Vondriska
Title:		Authorized Signatory

[Signature Page to Project Runway Bridge Facility Commitment Letter]

Accepted and agreed as of the date set forth above:


COX ENTERPRISES, INC.

By		/s/ John M. Dyer
		Name: John M. Dyer
		Title: President and CEO

[Signature Page to Project Runway Bridge Facility Commitment Letter]

ANNEX I

$1.85 Billion Unsecured Bridge Facility

Project Runway

TERM SHEET

All capitalized terms used herein but not defined herein shall have the meanings provided in the Commitment Letter (including the other annexes thereto) to which this Annex I is attached.


Borrower:		Cox Enterprises, Inc. (the “Borrower”).

Facility Amount:		$1.85 billion (subject to optional commitment reduction as described below).

Type of Facility:		Unsecured bridge term loan facility (the “Bridge Facility”).

Transactions:		The Borrower, directly or through one of its subsidiaries, intends to acquire (the “Acquisition”) the company previously identified to the Commitment Party as “Runway” (the “Target”) pursuant to a tender offer as described in that certain Agreement and Plan of Merger dated as of the date of the Commitment Letter (the “Acquisition Agreement”), pursuant to which Runway Acquisition Co. (“Acquisition Sub”), a wholly owned subsidiary of the Borrower, shall commence the Offer (as defined in the Acquisition Agreement) and, following consummation of the Offer, Acquisition Sub will be merged with and into the Target, with the Target surviving such merger as a wholly owned subsidiary of the Borrower. In connection with the Acquisition, (a) (i) the Borrower intends to enter into an unsecured term loan credit agreement (the “Bank Financing”), (ii) NextGear Capital, Inc., a subsidiary of the Borrower, intends to borrow under a securitization program (the “NextGear Securitization”) and/or (iii) in lieu of the incurrences described in the foregoing clauses (i) and (ii) and other borrowings, the Borrower may borrow up to $1,850,000,000 under the Bridge Facility, (b) Cox Automotive, Inc. (“Cox Auto”), a subsidiary of the Borrower, intends to issue equity securities generating approximately $750,000,000 in proceeds, (c) the Borrower intends to borrow under the Existing Credit Agreement and/or issue commercial paper, the proceeds of which in each case will be applied to pay the acquisition consideration in connection with the Acquisition, repay certain existing indebtedness of the Target (the “Target Debt”) and pay fees and expenses incurred in connection with the foregoing (the “Transaction Costs”). The transactions described in this paragraph are collectively referred to herein as the “Transactions”.

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Purpose:		To finance, in part, the consideration for the Acquisition, repay the Target Debt and pay the Transaction Costs.

Administrative Agent:		An affiliate of CGMI (in such capacity, the “Agent”).

Sole Lead Arranger and Sole Bookrunner:		CGMI (in such capacity, the “Lead Arranger”).

Lenders:		A syndicate of financial institutions, including an affiliate of CGMI, arranged by CGMI in accordance with the Commitment Letter (the “Lenders”).

Closing Date:		The date of the consummation of the Offer and on which the Bridge Facility shall be available (the “Closing Date”).

Maturity Date:		364 days from the Closing Date.

Ranking:		The bridge loans will rank pari passu in right of payment with any other senior unsecured indebtedness of the Borrower.

Interest Rates and Fees:		As set forth in Schedule I.

Loans:		All loans under the Bridge Facility (“Loans”) will be made by the Lenders ratably in proportion to their respective commitments. Loans will be available on same day notice for Base Rate Loans and 3 business days’ notice for Eurodollar Rate Loans (it being understood that such notice shall be permitted to be conditioned on the occurrence of one or more events, subject to customary breakage costs).

Currency:		Loans will be available in U.S. dollars only.

Availability:		The full amount of the commitments then outstanding under the Bridge Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Bridge Facility that are repaid or prepaid may not be reborrowed.

Optional Prepayment and Commitment Reductions:		Loans may be prepaid without penalty on same day notice for Base Rate Loans and 3 business days’ notice for Eurodollar Rate Loans. The Borrower will bear customary breakage costs related to the prepayment of a Eurodollar Rate Loan prior to the last day of the Interest Period thereof. Commitments may be reduced without penalty on same day notice.

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Mandatory Prepayments and Commitment Reductions:		On or prior to the Closing Date, the aggregate commitments in respect of the Bridge Facility under the Commitment Letter or under the Bridge Credit Agreement shall be permanently reduced upon receipt of such amounts and, after the Closing Date, the Bridge Loans shall be prepaid within three business days of receipt of such amounts (it being understood that amounts set forth in clause (b) below shall only be available to reduce commitments under the Bridge Facility) in an amount equal to:

		(a) 100% of the Net Cash Proceeds (as defined below) actually received by the Borrower or any of its Restricted Subsidiaries (as such term is defined in the Existing Credit Agreement (as defined below), but in any case to include for the purpose of this “Mandatory Prepayments and Commitment Reductions” section Cox Auto and its domestic subsidiaries) from all non-ordinary course asset sales or other dispositions of property by the Borrower and its domestic Restricted Subsidiaries (including proceeds from the issuance or sale of stock of any domestic Restricted Subsidiary of the Borrower), with exceptions for (i) the transfer or contribution of assets (including issuances of stock by the Borrower’s subsidiaries) among the Borrower and its Restricted Subsidiaries, (ii) sales or other dispositions the Net Cash Proceeds of which individually (in any single transaction or series of related transactions) do not exceed $15,000,000, (iii) other sales and dispositions the Net Cash Proceeds of which do not exceed $150,000,000 in the aggregate, in each case, to the extent that such Net Cash Proceeds are not reinvested (or committed to be reinvested by entering into a binding agreement with a bona fide third party) in the business of the Borrower or any of its Restricted Subsidiaries within 6 months following the receipt thereof and (iv) the issuance of equity of Cox Auto to fund the Acquisition, the Net Cash Proceeds of which do not exceed $750,000,000;

		(b) 100% of the committed amount of any bank financing (including, without limitation, the Bank Financing) to the extent entered into after the date hereof for the purpose of financing the Transactions (such reduction to occur automatically upon the effectiveness of definitive documentation for such bank financing and receipt by the Lead Arranger of a notice from the Borrower that such bank financing constitutes a Qualifying Bank Financing (as defined below));

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		(c) without duplication of clause (b) above, 100% of the Net Cash Proceeds actually received by the Borrower or any of its domestic Restricted Subsidiaries from any incurrence of debt for borrowed money or from any securitization program, including the NextGear Securitization other than (i) any intercompany debt of the Borrower or any of its Restricted Subsidiaries, (ii) any debt of the Borrower or any of its domestic Restricted Subsidiaries incurred under the Existing Credit Agreement in an aggregate amount not to exceed the aggregate committed amount thereof as of the date hereof or the Revolving Loan Promissory Note, dated January 13, 2015, by the Company and Cox Communications, Inc., in favor of Clarendon Family Office LLC in an aggregate amount not to exceed $500,000,000, (iii) any commercial paper issued in the ordinary course of business, (iv) any other working capital, letter of credit or overdraft facility incurred in the ordinary course of business (v) purchase money indebtedness incurred in the ordinary course of business, (vi) indebtedness with respect to capital leases incurred in the ordinary course of business and (vii) other debt for borrowed money and securitizations (excluding the NextGear Securitization), the Net Cash Proceeds of which do not exceed $150,000,000 in the aggregate; and

		(d) 100% of the Net Cash Proceeds actually received by the Borrower from any issuance of equity or equity-linked securities (in a public offering or private placement) by the Borrower, other than (i) equity or equity-linked securities issued in connection with employee stock option plans, employee stock ownership or purchase plans or similar equity-based compensation plan, (ii) issuances among the Borrower and its subsidiaries and, (iii) other issuances of equity or equity-linked securities the Net Cash Proceeds of which do not exceed $150,000,000, in the aggregate.

		“Net Cash Proceeds” shall mean: (a) with respect to a sale or other disposition of any assets of the Borrower or any of its domestic Restricted Subsidiaries, the excess, if any, of (i) the cash received in connection therewith (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) payments made to retire any debt that is secured by such asset and that is required to be repaid in connection with the sale thereof (other than loans under the Bridge Facility and the Bank Financing), (B) the reasonable expenses incurred by the Borrower or any of its Restricted Subsidiaries in connection therewith, (C) taxes reasonably estimated to be payable in connection with such transaction, and (D) the amount of reserves established

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		by the Borrower or any of its Restricted Subsidiaries in good faith and pursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets in accordance with applicable generally accepted accounting principles, provided that if the amount of such reserves exceeds the amounts charged against such reserve, then such excess, upon the determination thereof, shall then constitute Net Cash Proceeds; and

		(b) with respect to the issuances, offerings or placements of equity, equity-linked or debt for borrowed money or securitizations, the excess, if any, of (i) cash received by the Borrower or any of its domestic Restricted Subsidiaries in connection with such issuance over (ii) the underwriting discounts and commissions and other fees and expenses incurred by the Borrower and its domestic Restricted Subsidiaries in connection with such incurrence, offering or placement.

		“Qualifying Bank Financing” shall mean a bank facility with lenders reasonably acceptable to the Borrower (it being understood that the Approved Lenders are acceptable) and which is subject to conditions precedent to funding that are no less favorable or are more favorable to the Borrower than the conditions set forth herein to the funding of the Bridge Facility, as determined by the Borrower in its reasonable discretion.

		In addition, the commitments shall terminate on the earliest of the date on which (i) the Acquisition Agreement is terminated or expires in accordance with its terms or (ii) the Company informs the Lead Arranger in writing, or makes a public announcement, that the Company has abandoned its pursuit of the Acquisition and (c) the Outside Date. The borrower shall deliver prompt written notice of any mandatory commitment reduction or prepayment.

Conditions to Effective Date:		The effectiveness of the Bridge Facility Documentation will be subject solely to (i) delivery of counterparts to the Administrative Agent by each party to the Bridge Facility Documentation, (ii) payment of reasonable out-of-pocket expenses of the Administrative Agent, the Lead Arranger and the Lenders to the extent due pursuant to the terms of the Commitment Letter invoiced at least 3 business days prior to the Effective Date, (iii) delivery of all documentation and other information relating to the Borrower required by regulatory authorities under applicable “know your customer”

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		and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, requested in writing by the Lead Arranger at least 10 business days prior to the Effective Date (defined below), and (iv) the Administrative Agent (or its counsel) receiving customary organizational documents, resolutions and an incumbency certificate from the Borrower. The date on which the foregoing conditions precedent are satisfied is referred to as the “Effective Date”.

		On the Effective Date, the Administrative Agent shall deliver a written notice of the occurrence of the Effective Date to the Borrower, and such notice shall be conclusive evidence of the occurrence of the Effective Date.

Conditions Precedent to Availability of Loans:		Limited to the conditions set forth in Section 1 of the Commitment Letter and on Annex II thereto.

		During the period from and including the Effective Date and to and including the earlier of the termination of all of the commitments with respect to the Bridge Facility and the funding of the Loans on the Closing Date, and notwithstanding (i) that any representation made on the Effective Date (excluding, for the avoidance of doubt, the Specified Representations and Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenants, (iii) any provision to the contrary in any Bridge Facility Documentation or elsewhere or (iv) that any condition to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (a) cancel any of its commitments (except as set forth in “Mandatory Prepayments and Commitment Reductions” above), (b) rescind, terminate or cancel the Credit Documentation or any of its commitments thereunder or exercise any right or remedy or make or enforce any claim under the Bridge Facility Documentation, the Commitment Letter, the Fee Letter, the related notes or it may otherwise have, to the extent to do so would prevent, limit or delay the making of its Loan, (c) refuse to participate in making its Loan or (d) exercise any right of set-off or counterclaim in respect of its Loan to the extent to do so would prevent, limit or delay the making of its Loan; provided that the conditions set forth in the first paragraph of Section 1 of the Commitment Letter and Annex II to the Commitment Letter are satisfied. For the avoidance of doubt, (a) the rights and remedies of the Lenders and the Administrative Agent

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		shall not be limited in the event that any applicable condition precedent to the closing set forth in the first paragraph of Section 1 of the Commitment Letter or Annex II of the Commitment Letter is not satisfied on the Closing Date and (b) from the Closing Date after giving effect to the funding on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Bridge Facility Documentation:		The Bridge Facility Documentation shall be substantially similar to the Amended and Restated Credit Agreement dated as of March 28, 2014, by and among the Borrower, Cox Communications, Inc., the lenders from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Existing Credit Agreement”). The documentation for the Bridge Facility will include, among others, a credit agreement (the “Bridge Credit Agreement”), and other appropriate documents (collectively, the “Bridge Facility Documentation”).

		For purposes hereof, including the Commitment Letter and all attachments thereto, the term “substantially similar to the Existing Credit Agreement” and words of similar import means substantially the same as the Existing Credit Agreement with modifications (a) as are necessary to reflect the terms specifically set forth in the Commitment Letter (including the annexes and exhibits thereto) (including the nature of the Bridge Facility as a bridge facility and to eliminate the co-borrower and multi-currency structure in the Existing Credit Agreement) and the Fee Letter, (b) to reflect any changes in law or accounting standards since the date of the Existing Credit Agreement, (c) to reflect the operational or administrative requirements of the Administrative Agent as reasonably agreed by the Borrower, to the extent such requirements have been generally required by the Administrative Agent in documenting other credit facilities similar to the Bridge Facility and (d) to accommodate the structure of the Acquisition.

Representations and Warranties:		Substantially similar to the Existing Credit Agreement and limited to:

		1. Organization; Qualification; Subsidiaries.

		2. Financial Statements.

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		3. Actions Pending.

		4. Default.

		5. Title to Assets.

		6. Payment of Taxes.

		7. Conflicting or Adverse Agreements or Restrictions.

		8. Purpose of Loans.

		9. Authority; Validity; Enforceability.

		10. Consents or Approvals.

		11. Compliance with Law and Contractual Obligations.

		12. ERISA.

		13. Investment Company Act.

		14. Disclosure.

		15. Anti-Corruption Laws and Sanctions.

Affirmative Covenants:		Substantially similar to the Existing Credit Agreement and limited to:

		1. Financial Statements and Information.

		2. Existence; Compliance with Laws; Licenses, Franchises, Agreements and Other Obligations.

		3. Notice of Litigation and Other Matters.

		4. Books and Records.

		5. Inspection of Property and Records.

		6. Maintenance of Property; Insurance.

		7. ERISA.

Negative Covenants:		Substantially similar to the Existing Credit Agreement and limited to:

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		1. Liens.

		2. Merger; Consolidation; Disposition of Assets.

		3. Restricted Payments.

		4. Limitation on Margin Stock.

		5. Loans and Advances to and Investments in Unrestricted Subsidiaries.

		6. Subsidiary Debt, and including a carveout for any indebtedness pursuant to the Indenture, dated as of March 5, 2012, among Target, Dealertrack, Inc., and Wells Fargo Bank, National Association, as Trustee.

		7. Transactions with Affiliates.

		8. Compliance with Anti-Corruption Laws and Sanctions.

Financial Covenants:		Substantially similar to the Existing Credit Agreement and limited to:

		From the last day of the first fiscal quarter ending after the Closing Date:

		• Minimum ratio of Consolidated Operating Cash Flow to Consolidated Interest Expense of 2.00 to 1.00

		• Maximum Leverage Ratio of 5.00 to 1.00

		in each case, calculated in a manner substantially similar to the Existing Credit Agreement. Consistent with the Existing Credit Agreement, compliance with the interest coverage ratio will not be required by the Borrower if and so long as the Debt Rating of the Borrower is BBB (stable) or better by S&P and Baa2 (stable) or better by Moody’s.

Events of Default:		Substantially similar to the Existing Credit Agreement and limited to:

		1. Failure to pay principal or interest.

		2. Failure to pay other sums.

		3. Failure to pay or acceleration of other material debt.

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		4. Misrepresentation or breach of warranty.

		5. Violation of certain covenants.

		6. Violation of other covenants, etc.

		7. Undischarged judgment.

		8. Change of control.

		9. Assignment for benefit of creditors or nonpayment of debts.

		10. Voluntary bankruptcy.

		11. Involuntary bankruptcy.

		12. Dissolution.

Assignments and Participations:		Each Lender will have the right to assign to one or more eligible assignees all or a portion of its rights and obligations under the Bridge Facility Documentation, with the consent, not to be unreasonably withheld or delayed, of the Agent and the Borrower; provided that solely with respect to assignments of Loans after the Closing Date, such consent of the Borrower shall not be required if such assignment is made to another Lender or Approved Lender or an affiliate or approved fund of a Lender or Approved Lender; provided further that, solely with respect to assignment of Loans after the Closing Date, such consent of the Borrower shall be deemed to have been given if the Borrower shall not have responded to a written request therefore within 10 business days. The parties to the assignment (other than the Borrower) will pay to the Agent an administrative fee of $3,500; provided that the Agent may, in its sole discretion, elect to waive such fee in the case of any assignment.

		Each Lender will also have the right, without the consent of the Borrower or the Agent, to assign (i) as security, all or part of its rights under the loan documents, including any assignment to a Federal Reserve Bank and (ii) with notice to the Borrower and the Agent, all or part of its rights and obligations under the loan documents to any of its affiliates (in each case pursuant to provisions substantially similar to the Existing Credit Agreement).

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		Each Lender will have the right to sell participations in its rights and obligations under the loan documents, subject to customary restrictions on the participants’ voting rights (in each case pursuant to provisions substantially similar to the Existing Credit Agreement).

Voting, Yield Protection, Taxes and Other Deductions:		The Bridge Facility Documentation will contain voting, yield protection provisions and tax protections substantially the same as those contained in the Existing Credit Agreement.

Governing Law:		State of New York; provided that the laws of the state governing the Acquisition Agreement shall apply in determining (i) the interpretation of a “Company Material Adverse Effect” and whether a Company Material Adverse Effect has occurred, (ii) the accuracy of any Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you or your applicable affiliate have the right or would have the right to terminate your obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement and (iii) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement.

Counsel to Lenders, Lead Arranger and Agent:		Davis Polk & Wardwell LLP.

Submission to Jurisdiction:		Each party to the Bridge Facility Documentation will submit to the exclusive jurisdiction of the courts of the State of New York or Federal court located in the Borough of Manhattan in the City of New York in connection with disputes that may arise in connection with the Bridge Facility.

Expenses and Indemnification:		Substantially similar to the Existing Credit Agreement, but subject to any additional exceptions or qualifications contained in the Commitment Letter.

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Schedule I to Annex I


Interest Rates and Interest Periods:		At the Borrower’s option, any borrowing under the Bridge Facility (each, an “Loan”) that is made to it will be available at the rates and for the Interest Periods stated below:

		1) Base Rate: a fluctuating rate equal to Citibank N.A.’s Base Rate plus the Applicable Margin.

		2) Eurodollar Rate: a periodic fixed rate equal to LIBOR plus the Applicable Margin.

		The “Eurodollar Rate” will be the London interbank offered rate, adjusted for statutory reserves, for Interest Periods of 1, 2, 3 or 6 months. In no event shall the Eurodollar Rate be less than 0.00%.

		“Citibank N.A.’s Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Agent as its “prime rate” and (c) 1.0% per annum plus the Eurodollar Rate applicable to an Loan with an interest period for one (1) month. The Citibank N.A.’s Base Rate and the Eurodollar Rate shall be subject to a floor of 0%.

Applicable Margin:		The Applicable Margin means (i) with respect to Eurodollar Rate Loans, an amount which will vary as per the attached Pricing Grid based on the Borrower’s Debt Rating, subject to (x) if the Borrower’s Debt Rating is Category 1 or Category 2, 25 basis point step-ups every three months following the Closing Date and (y) if the Borrower’s Debt Rating is Category 3, 50 basis point step-ups every three months following the Closing Date, and (ii) with respect to Base Rate Loans, the greater of (x) the amount calculated in accordance with clause (i) minus 100 basis points and (y) zero.

		Overdue amounts shall bear interest at the Default Rate, as defined in the Existing Credit Agreement

Interest Payments:		At the end of each Interest Period for each Loan, but no less frequently than quarterly. Interest will be computed on a 360-day basis (or a 365/366-day basis for Base Rate Loans based on the “prime rate”).

Undrawn Commitment Fee:		The Borrower shall pay for the ratable benefit of the Lenders a fee equal to (x) if the Borrower’s Debt Rating is Category 1 or Category 2, 0.20% of the undrawn portion of the commitments in respect of the Bridge Facility and (y) if the Borrower’s Debt Rating is Category 3, 0.25% of the undrawn portion of the commitments in respect of the Bridge Facility, which fee (i) shall accrue from the later of the Effective Date and the date that is 90 days after the date of execution of the Commitment Letter and (ii) shall be due and payable upon the earlier of the termination of the commitments under the Bridge Facility and the Closing Date, calculated based on the number of days elapsed in a 365/366-day year.

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Duration Fee:		The Borrower shall pay for the ratable benefit of the Lenders the following fees on the following dates, calculated as a percentage of the aggregate principal amount outstanding under the Bridge Facility on such dates:

		90^thday after the Closing Date 0.50%

		180^thday after the Closing Date 0.75%

		270^thday after the Closing Date 1.00%

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PRICING GRID


Category	Rating	Applicable Margin For Eurodollar Rate Loans
1	³BBB/Baa2		1.250	%
2	BBB-/Baa3		1.500	%
3	£BB+/Ba1		1.750	%

For purposes of the foregoing, “Debt Rating” means, as of any date of determination, the rating as determined by S&P or Moody’s, as the case may be, of the Borrower’s long-term senior unsecured non-credit enhanced debt. For purposes of the foregoing, (i) if either S&P or Moody’s shall not have in effect a Debt Rating (except as otherwise provided in the Existing Credit Agreement) of the Borrower, then the applicable margin shall be based upon the rating of the other rating agency; (ii) if the Debt Rating established or deemed to have been established by S&P and Moody’s shall fall within different Categories from one another and such difference shall be one ratings level, the applicable margin shall be based on the Category corresponding to the higher of the two ratings; (iii) if the Debt Rating established or deemed to have been established by S&P and Moody’s shall fall within different Categories from one another and such difference shall be two ratings levels or greater, the applicable margin shall be based on the Category corresponding to the rating which is one level lower than the higher rating; (iv) if the Debt Rating established or deemed to have been established by S&P or Moody’s shall be changed (other than as a result of a change in the rating system of S&P or Moody’s), such change shall be effective as of the date on which it is first announced by the applicable rating agency; and (v) if the Borrower shall cease to have a Debt Rating from either S&P or Moody’s but the Borrower does have a corporate credit rating by S&P or Moody’s, then the applicable margin shall be based on such corporate credit rating.

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ANNEX II

$1.85 Billion Unsecured Bridge Term Loan

Project Runway

CONDITIONS PRECEDENT

All capitalized terms used herein but not defined herein shall have the meanings provided in the Commitment Letter (including the other annexes thereto) to which this Annex II is attached.

Subject in all respects to the Conditions Limitation Provisions, the borrowing under the Bridge Facility shall be subject to the occurrence of the Effective Date and the following conditions precedent:

(a) The Acquisition shall have been consummated simultaneously (or substantially simultaneously or concurrently) with the funding under the Bridge Facility in accordance with the terms described in the Acquisition Agreement. The Acquisition Agreement shall not have been amended or modified, and no condition shall have been waived by the Borrower or consent granted by the Borrower (including, in each case for the avoidance of doubt, with respect to the conditions to the Offer set forth in the Acquisition Agreement), that is materially adverse to the Lead Arranger or the Lenders without the Lead Arranger’s prior written consent (it being understood and agreed that any amendment or modification that results in (w) any increase in consideration for the Acquisition of more than 10%, (x) any decrease in consideration for the Acquisition of more than 10%, (y) any decrease in consideration for the Acquisition of less than 10% that is not applied to reduce the Bridge Facility on a dollar-for-dollar basis (in each case of (w), (x) and (y), other than any pricing adjustments expressly contemplated under the Acquisition Agreement) shall be deemed materially adverse to the interests of the Lenders;

(b) The Lead Arranger shall have received (i) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the three most recently completed fiscal years ended at least 90 days before the Closing Date; provided that, the Lead Arranger acknowledges that it has received such financial statements for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014, (ii) U.S. GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Closing Date; provided that, the Lead Arranger acknowledges that it has received such financial statements for the fiscal quarter ended March 31, 2015, (iii) U.S. GAAP audited consolidated balance sheets and related statements of income and cash flows of the Target for the three most recently completed fiscal years ended at least 90 days before the Closing Date; provided that, the Lead Arranger acknowledges that it has received such financial statements for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014, and (iv) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows of the Target for each subsequent fiscal quarter ended at least 45 days before the Closing Date; provided that, the Lead Arranger acknowledges that it has received such financial statements for the fiscal quarter ended March 31, 2015; provided further that, for each of clause (i) through (iv) above, the Lead Arranger shall be deemed to have received such financial statements upon the filing of such financial statements with the Securities and Exchange Commission of Form 10-Q or Form 10-K by the Target;

(c) (i) Except as disclosed in the Company SEC Documents (as defined in the Acquisition Agreement) filed with the SEC (as defined in the Acquisition Agreement) on or after January 1, 2014 and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval

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system at least two (2) calendar days prior to the date hereof, other than in any “risk factors”, or “forward-looking statements” sections in such Company SEC Documents to the extent such disclosures are primarily predictive, cautionary or forward looking in nature or (ii) as disclosed in the Company Disclosure Letter (as defined in the Acquisition Agreement) (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), from December 31, 2014 through the date hereof, (x) there has not been any event, development or state of circumstances that would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (y) since the date hereof, no Company Material Adverse Effect (or any event, development or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect shall have occurred and shall be continuing as of the Expiration Date (as defined in the Acquisition Agreement).

For the purposes of the foregoing, “Company Material Adverse Effect” shall mean any change, effect or circumstance that has a material adverse effect on the business, results of operations or financial condition of the Target and its subsidiaries taken as a whole, other than any of the following or any effect attributable to: (i) changes in general economic or political conditions or financial, credit or securities markets in general (including changes in interest or exchange rates) in any country or region in which the Target or any of its subsidiaries conducts business; (ii) any events, circumstances, changes or effects that affect the industries in which the Target or any of the Target’s subsidiaries operate; (iii) any changes in Laws (as defined in the Acquisition Agreement as of the date hereof) applicable to the Target or any of the Target’s subsidiaries or any of their respective properties or assets or changes in GAAP (as defined in the Acquisition Agreement as of the date hereof); (iv) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any acts of war, armed hostilities, sabotage or terrorism; (v) the negotiation or announcement of, or any action taken that is required, expressly contemplated by, the Acquisition Agreement (including the impact thereon on relationships (contractual or otherwise) with customers, vendors, lenders, employees or other business partners, or the identity of the Company or Acquisition Sub), any Divestiture Action (as defined in the Acquisition Agreement as of the date hereof), or any action taken at the request of the Company or Acquisition Sub; (vi) any changes in the credit rating of the Target or any of its subsidiaries, the market price or trading volume of shares of Common Stock (as defined in the Acquisition Agreement on the date hereof) or any failure by the Target to meet internal or published projections, forecasts, estimates or revenue or earnings predictions or expectations for any period, it being understood that any underlying event causing such changes or failures in whole or in part may be taken into account in determining whether a Company Material Adverse Effect has occurred; (vii) any litigation arising from allegations of a breach of fiduciary duty or disclosure violations relating to the Acquisition Agreement or the transactions contemplated thereby; or (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions, pandemics, manmade disasters and other force majeure events in any region in the world; in each case of clauses (i), (ii), (iii), (iv) or (viii) to the extent such changes, events, circumstances, effects, acts, escalation or worsening do not have a materially disproportionate impact on the Target and its subsidiaries relative to other companies in similar industries to those in which the Target and its subsidiaries operate.

(d) The payment of all fees and invoiced expenses payable to the Lead Arranger or the Lenders to the extent due and payable pursuant to the Commitment Letter and Fee Letter (and, with respect to expenses, to the extent invoiced at least 3 business days prior to the Closing Date);

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(e) Delivery of customary closing certificates and legal opinion(s), including a borrowing notice, a certificate of the chief financial officer of the Borrower certifying the solvency, after giving effect to the Transactions, of the Borrower and its subsidiaries on a consolidated basis, which shall be in the form attached hereto as Exhibit A;

(f) The Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects as of the Closing Date and no Specified Event of Default (defined below) shall have occurred or be continuing; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such date. For purposes hereof, “Specified Event of Default” means any event of default under the Bridge Facility Documentation arising from the bankruptcy of the Borrower, a payment event of default, a breach of the liens or merger; consolidation; disposition of assets covenants or any change of control; and

(g) All principal amounts due or outstanding in respect of that certain Credit Agreement, dated as of February 28, 2014, among Target and Dealertrack Canada, Inc., with JPMorgan Chase Bank, N.A., as administrative agent, the several lenders from time to time party thereto and the other agents from time to time party thereto (as such agreement may be amended, restated, supplemented or otherwise modified from time to time), shall have been repaid.

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EXHIBIT A

FORM OF

SOLVENCY CERTIFICATE

[ ], 2015

This Solvency Certificate is delivered pursuant to Section [ ] of the Credit Agreement dated as of [ ], 2015, among [ ] (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby certifies, solely in his capacity as an officer of the Borrower and not in his individual capacity, as follows:

1. I am the Chief Financial Officer of the Borrower. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section [ ] of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate.

2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its debts or the debts of any such subsidiary.

This Solvency Certificate is being delivered by the undersigned officer only in his capacity as Chief Financial Officer of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above.


[		]

By:
		Name:
		Title: Chief Financial Officer

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Exhibit (d)(2)

Dealertrack Technologies, Inc.

1111 Marcus Avenue, Suite M04

Lake Success, NY 11042

June 1, 2015

HIGHLY CONFIDENTIAL

Cox Automotive, Inc.

6205 Peachtree Dunwoody Road

Atlanta, GA 30328

Attention: Chief Executive Officer

Re: Confidentiality Agreement

Ladies and Gentlemen:

In order to evaluate a possible transaction (the “Proposed Transaction”) between Dealertrack Technologies, Inc. (“Company A”) and Cox Automotive, Inc. (“Company B”), each may disclose and deliver to the other party, upon execution and delivery by Company A and Company B of this letter agreement, certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being “Disclosing Party” and such party when receiving such information being the “Receiving Party”). All such information furnished by the Disclosing Party or its Representatives (as defined below) in connection with the Proposed Transaction, whether furnished before or after the date hereof, whether oral, electronic or written, and regardless of the manner or form in which it is furnished, is referred to in this letter agreement as “Evaluation Material”. Evaluation Material also includes all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to the Receiving Party or its Representatives pursuant hereto. Evaluation Material does not include, however, information which (a) is already in its possession, provided that such information is reasonably believed by Receiving Party after due inquiry not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to the Disclosing Party, (b) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this letter agreement or other obligation of confidentiality, or (c) becomes available to the Receiving Party on a non-confidential basis from a person (other than the Disclosing Party or its Representatives) who to the Receiving Party’s reasonable knowledge is not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party or any of its Representatives. As used in this letter agreement, (i) “Representative” means, as to any person, such person’s affiliates and its and their controlling persons, directors, officers, employees, agents, advisors (including financial advisors, counsel and accountants) or any potential financing sources, (ii) “person” shall be broadly interpreted to include, without limitation, the media (electronic, print or otherwise), the Internet, any governmental representative or authority or any corporation, company, partnership

or other legal or business entity or any individual, (iii) “Law” means any applicable law, regulation (including any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of a party’s securities are listed or quoted) or valid legal process, (iv) “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person and (v) “including”, “include” or “includes” shall be deemed followed by “without limitation”.

Each party further acknowledges that the other party may currently be developing information or may in the future develop information, may be receiving or may in the future receive information, or may be exploring or may in the future explore other opportunities, any of which may be similar or related to the Disclosing Party’s Evaluation Material. Accordingly, nothing in this letter agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, systems or techniques that are similar to or compete with the products, systems or techniques contemplated by or embodied in the Disclosing Party’s Evaluation Material, provided that the Receiving Party does not otherwise violate its obligations under this letter agreement in connection with such development.

Subject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) except as required by Law, to keep confidential and not to disclose or reveal any Evaluation Material to any person other than those of its Representatives (i) who are actively and directly participating in the evaluation of the Proposed Transaction or who otherwise need to know the Evaluation Material in connection with the Proposed Transaction and (ii) who agree to observe the terms of this letter agreement, (b) not to use Evaluation Material for any purpose other than in connection with the Proposed Transaction and (c) except as required by Law, not to disclose to any person (other than those of its Representatives who are actively and directly participating in the evaluation of the Proposed Transaction or who otherwise need to know in connection with the Proposed Transaction and who agree to observe the terms of this letter agreement) any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including the fact that investigations, discussions or negotiations are taking place with respect thereto or the status thereof, the existence of this letter agreement, or the fact that Evaluation Material has been made available to the Receiving Party or its Representatives (or any opinion or view with respect to the Disclosing Party or any Evaluation Material). Without limiting the generality of the foregoing, each party further agrees that, without the prior written consent of the other party, it will not, directly or indirectly, enter into (x) any agreement, arrangement or understanding with any person other than its Representatives regarding a possible transaction involving the other party or (y) exclusive, lock-up, dry-up or similar agreement or arrangement with any debt financing source that could reasonably be expected to limit or otherwise impair such financing source from acting as a financing source to any third party in connection with the Proposed Transaction related to the Disclosing Party. Each party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material. Each party acknowledges that it shall be responsible for any breach of the terms of this letter agreement by it or its Representatives and each party agrees, at its sole expense, to take all reasonable measures to restrain its Representatives from use of the Evaluation Material in violation of this letter agreement.

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In the event that the Receiving Party or any of its Representatives are requested pursuant to Law, or required by Law, to disclose any Evaluation Material or any other information concerning the Disclosing Party or the Proposed Transaction, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party to seek, at its own expense, an appropriate protective order or other remedy (and if the Disclosing Party seeks such an order, the Receiving Party will provide such cooperation as the Disclosing Party shall reasonably request), to consult with the Disclosing Party with respect to the Disclosing Party taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this letter agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party gives its written consent to such disclosure to the Receiving Party, the Receiving Party or its Representative will disclose only that portion of the Evaluation Material which the Receiving Party is legally required to disclose and will use its reasonable best efforts to seek confidential treatment for such all Evaluation Material so disclosed. Each party shall be permitted to disclose the existence and terms of this letter agreement as necessary to enforce its rights or to defend claims against it under this letter agreement.

Each party hereto agrees that for a period of one year from the date of this letter agreement, neither party nor any of its Representatives will, without the prior written consent of the other party or its Board of Directors, directly or indirectly: (a) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, or sell short or agree to sell short, directly or indirectly, any securities or direct or indirect rights to acquire any securities (or any derivative based on or relating to such securities) of the other party, in each case representing in excess of 5% of the outstanding common stock of such person, or greater than 5% of the assets of the other party; (b) seek or propose to influence or control the management or policies of the other party, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the other party or any subsidiary thereof, make or propose any shareholder proposal under Rule 14a-8 under the Securities Exchange Act of 1934, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the other party or any subsidiary thereof; (c) make any public announcement with respect to, or make public any proposal for or offer of (with or without conditions), any merger, consolidation, tender or exchange offer, dual listed company structure, recapitalization, reorganization, joint venture, liquidation, dissolution, spin-off or split-off, business combination or other extraordinary transaction involving the other party or any subsidiary thereof or any of their securities or assets; (d) nominate one or more directors for election to the Board of Directors of the other party, or seek the removal of any director of the other party, or call or seek to have called any meeting of the stockholders of the other party or any “referendum” (whether or not precatory) of the stockholders of the other party, wage a consent solicitation, or execute any written consent in lieu of a meeting of the stockholders of the other party; or (e) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way engage in discussions relating to the formation of, or participate in, a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, or act as a co-bidder under Rule 14e-3 of the Securities Exchange Act of 1934, in connection with any of the foregoing; or (f) publicly request the other party or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) or contest the validity of this paragraph (including this

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sentence). The provisions of this paragraph shall be inoperative and of no force or effect with respect to the other party if any other person or “group” (as defined in Section 13(d)(3) of the Exchange Act) shall have entered into a definitive agreement with the other party to acquire (by merger or otherwise) more than 50% of the outstanding voting securities of the other party or more than 50% of the total assets of the other party and its subsidiaries taken as a whole (such an event, a “Fall-Away Event”). Without limiting the foregoing, from and after the occurrence of a Fall-Away Event, no other restrictions of this letter agreement will be interpreted to prevent such first party from (i) using the Evaluation Material to formulate a proposal for a business combination transaction or in connection with any of the actions described in clauses (a) through (e) of this paragraph with respect to the other party or (ii) from publicly disclosing information about the Proposed Transaction to the extent reasonably necessary to comply with federal securities law disclosure obligations or other applicable law, regulation or stock exchange rules.

In addition, if either party hereto determines that it does not wish to proceed with the Proposed Transaction, it will promptly advise the other party of that decision. In such case, or in the event that the Proposed Transaction is not consummated by Company A and Company B, each party will promptly upon the other party’s written request return to the other party all Evaluation Material (including all copies or reproductions thereof in whatever form or medium, including electronic copies ) in its possession or in the possession of any of its Representatives that was provided by such other party, and, at Receiving Party’s election, either return or destroy (including, to the extent practicable expunging, all Evaluation Material from any computer, word processor or other device containing such information) all copies or reproductions (in whatever form or medium, including electronic copies) of all other Evaluation Material prepared by it or its Representatives, provided that any such return or destruction shall be certified in writing to the other party by a duly authorized Representative of such party, and provided, further, that notwithstanding anything to the contrary herein, Receiving Party shall not be required to return or destroy any electronic copies of such materials (i) created on Receiving Party’s systems in the ordinary course or (ii) pursuant to Receiving Party’s record management and data recovery policies. Any oral Evaluation Material will continue to be subject to the terms of this letter agreement.

Each party acknowledges that none of the Disclosing Party or its Representatives and none of the respective officers, directors, employees, agents or controlling persons of the Disclosing Party’s Representatives makes any express or implied representation or warranty as to the completeness and accuracy of any Evaluation Material, and each party agrees that none of such persons shall have any liability to the Receiving Party or any of its Representatives relating to or arising from their use of any Evaluation Material or for any errors therein or omissions therefrom. Each party also agrees that it is not entitled to rely on the completeness or accuracy of any Evaluation Material and that each party shall be entitled to rely solely on such representations and warranties as may be contained in any subsequent definitive agreement relating to the Proposed Transaction, subject to the terms and conditions of such agreement. Each party and its Representatives shall not, directly or indirectly, use the Evaluation Material to interfere with or seek to interfere with contractual or other trade relations between the other party or any of its affiliates, on the one hand, and any of our customers, suppliers, distributors, licensees, licensors, clients and other business relations of the other party and its affiliates, on the other hand.

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Each party further acknowledges that it is aware and that its Representatives have been advised that the United States securities laws prohibit any person having non-public material information about a company from purchasing or selling securities of that company.

Each party agrees that without the prior written consent of the other party, neither it nor any of its affiliates will for a period of one year from the date hereof directly or indirectly solicit for employment or employ any officer or other senior executive of the other party or any of its subsidiaries that is identified in the Evaluation Materials; provided, however, that the term “solicit for employment” shall not be deemed to include general solicitations of employment published in a journal, newspaper or other publication of general circulation or in trade publications or other similar media or any other means that are not specifically directed toward employees of the other party.

Company A agrees that, during the period commencing with the execution of this letter agreement and ending on the earliest to occur of (1) the date of execution of a definitive written agreement with respect to the Proposed Transaction, (2) the time Company A receives written notice from Company B that Company B is terminating negotiations of the Proposed Transaction, or (3) 5:00 p.m. New York City time on June 15, 2015 (or in Company B’s sole discretion, 5:00 p.m. New York City time on June 22, 2015, in the event that Company A does not promptly provide reasonable diligence materials for Company B’s evaluation of the Proposed Transaction) (the “Exclusivity Period”), Company B shall have the exclusive right to negotiate with Company A regarding a Proposed Transaction. Without limiting the foregoing, during the Exclusivity Period Company A shall not, and shall cause its and its controlled affiliates’ respective Representatives not to, directly or indirectly, (i) initiate, solicit, or respond to solicitations or inquiries, or knowingly encourage or facilitate any inquiries, discussions, negotiations, offers or proposals regarding, (ii) continue, propose or enter into discussions or negotiations with respect to, (iii) enter into any agreement or understanding relating to, (iv) amend, terminate, release or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement with respect to or (v) otherwise knowingly participate in any transaction that could reasonably be expected to impede, interfere with, prevent, materially delay, limit or be an alternative to the Proposed Transaction (including, without limitation, any merger, business combination, sale of a material portion of the shares or assets of Company A or any material subsidiary or business of Company A, liquidation, dissolution or other extraordinary transaction) (an “Alternative Transaction”).

During the Exclusivity Period, if Company A or its controlled affiliates shall have taken, or if Company A becomes aware that any of its or its controlled affiliates’ Representatives have taken, any of the actions set forth in clauses (i) through (v) of the immediately preceding sentence in breach of this letter agreement, then Company B shall notify Company A promptly of such action. If any of Company A, its subsidiaries or controlled affiliates or their Representatives shall receive any inquiry, offer or proposal from or shall be directly or indirectly contacted by any third party with respect to a possible Alternative Transaction during the Exclusivity Period, Company A shall promptly notify Company B of such inquiry, offer, proposal or contact and provide Company B a copy of any related correspondence or documentation.

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Each party hereto agrees that no contract or agreement providing for any transaction involving the Proposed Transaction shall be deemed to exist between the parties hereto unless and until a final definitive agreement regarding the Proposed Transaction has been executed and delivered by the parties hereto, and that neither party hereto, nor any of its Representatives, is under any legal obligation or has any liability to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this letter agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party also acknowledges and agrees that (i) each party and its Representatives may conduct the process that may or may not result in the Proposed Transaction in such manner as it, in its sole discretion, may determine (without notice to the other party), (ii) each party reserves the right to change, in its sole discretion, at any time and without notice to the other party, the procedures relating to its and the other party’s consideration of the Proposed Transaction (including terminating all further discussions with the other party and requesting that the other party return or destroy the Evaluation Material as described above) and (iii) such party shall not have any claims whatsoever against the other party, its Representatives or any of their respective directors, officers, stockholders, owners, affiliates or agents arising out of or relating to any transaction involving the other party (other than those as against other party pursuant to a definitive agreement entered into by Company A and Company B in accordance with the terms thereof) nor, unless a definitive agreement is entered into between or among the parties, against any third party with whom a transaction is entered into.

It is understood and agreed that money damages would be an insufficient remedy for any actual or threatened breach of this letter agreement by either party or its Representatives and that without prejudice to the rights and remedies otherwise available to it, a party shall be entitled to equitable relief by way of injunction, specific performance or otherwise, without proof of actual damages, if the other party or any of its Representatives breaches or threatens to breach any of the provisions of this letter agreement. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final, nonappealable order that this letter agreement has been breached by a party or its Representatives, then the breaching party will reimburse the non-breaching party for its costs and expenses (including reasonable legal fees and expenses) incurred in connection with all such litigation.

It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

To the extent that any Evaluation Material includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any Evaluation Material or any pending, threatened or prospective action, suit, proceeding, investigation, arbitration or dispute, it is acknowledged and agreed that the parties have a commonality of interest with respect to such Evaluation Material or action, suit, proceeding, investigation, arbitration or dispute and that it is the parties’ mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Evaluation Material that is entitled to protection under

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the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and the parties agree to take all reasonable measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges or doctrines.

During the course of activity pursuant to this letter agreement, it may be necessary for either Receiving Party and/or such Receiving Party’s Representatives to visit or inspect properties and facilities of the Disclosing Party. All such visitation and inspection shall be at such Receiving Party’s sole risk, cost, and expense. Except for incidents related to the willful and malicious conduct of Disclosing Party or its Representatives, the Receiving Party shall indemnify, defend and hold harmless such Disclosing Party from any and all damage, loss, cost or liability (including reasonable legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any accident or injury involving the Receiving Party or its Representatives while on the property of the Disclosing Party.

This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles of such State. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if such court does not have jurisdiction, then a federal court sitting in Wilmington, Delaware, for any actions, suits or proceedings arising out of or relating to this letter agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by United States registered mail to its respective address set forth above shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this letter agreement or the transactions contemplated hereby, in the Court of Chancery of the State of Delaware, New Castle County and/or a federal court sitting in Wilmington, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. THE PARTIES HEREBY WAIVE TRIAL BY JURY.

The obligations of the parties under this letter agreement shall terminate on the second anniversary of the date hereof.

If any term or other provision of this letter agreement is invalid, illegal or incapable of being enforced under any law or public policy, all other terms and provisions of this letter agreement shall nevertheless remain in full force and effect. If any term or provision of this letter agreement is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this letter agreement. Any assignment of this letter agreement by either party without the prior written consent of the other party shall be void.

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This letter agreement contains the entire agreement between both parties concerning confidentiality of the Evaluation Material, and no modification of this letter agreement or waiver of the terms and conditions hereof shall be binding upon either party, unless approved in writing by each of Company A and Company B. The terms of this letter agreement shall control over any purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material, notwithstanding any indication of assent to such purported confidentiality requirements.

[Signature Page Follows]

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Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.


Dealertrack Technologies, Inc.

By		/s/ Gary Papilsky
Name:		Gary Papilsky
Title:		SVP & General Counsel


Accepted and Agreed to as of the date first written above:

Cox Automotive, Inc.

By		/s/ Joe Luppino
Name:		Joe Luppino
Title:		SVP & CDO

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