Agreement Protecting Company Interests. As consideration for the Company entering into this Agreement, your continuing employment hereunder and the restricted share award referred to in Section 5 hereof, you agree to enter into the Company’s and Holding Company’s standard form of Agreement Protecting Company Interests, with a “Restriction Period” thereunder of twelve (12) months. The Agreement Protecting Company Interests and the covenants thereunder will survive any expiration of this Agreement or termination of your employment.

Protecting the Trademarks. Licensee shall cooperate fully and in good faith with THL for the purpose of securing, preserving and protecting THL’s rights in and to the Trademarks. At the request of THL, Licensee shall execute and deliver to THL any and all customary documents and do all other acts and things that THL reasonably deems necessary or appropriate (at THL cost) to make fully effective or to implement the provisions of this Agreement relating to the ownership, use or registration of the Trademarks. THL shall reimburse Licensee for Licensee’s reasonable out of pocket expenses incurred in providing the foregoing.

Agreement Protecting Company Interests. As a condition of the Company entering into this Agreement and your continuing employment hereunder, you have or will enter into the Company’s standard form of Agreement Protecting Company Interests, with a “Restriction Period” thereunder of eighteen (18) months. The Agreement Protecting Company Interests and the covenants thereunder will survive any expiration of this Agreement or termination of your employment.

Company Agreement. The Company shall have delivered the Registration Rights Agreement, duly executed by the Company;

Agreement Protecting Company Interests. As a condition of the Company entering into this Agreement and your continuing employment hereunder, you have or will enter into the Company’s and Holding Company’s standard form of Agreement Protecting Company Interests, with a “Restriction Period” thereunder of twelve (12) months. The Agreement Protecting Company Interests and the covenants thereunder will survive any expiration of this Agreement or termination of your employment.

Restrictive Covenants Affirmed. Executive acknowledges and reaffirms that he is bound by certain restrictive covenants pursuant to the Agreement Protecting Company Interests entered into pursuant to [Section 8] of the Employment Agreement, the terms of which are incorporated by reference herein.

Restrictive Covenants Affirmed. Executive acknowledges and reaffirms that she is bound by certain restrictive covenants pursuant to the Agreement Protecting Company Interests entered into pursuant to [Section 8] of the Employment Agreement, the terms of which are incorporated by reference herein.

Protecting the Licensed Mark. The Licensee shall cooperate fully and in good faith with CKI and CKTT for the purpose of securing, preserving and protecting CKTT’s and CKI’s rights in and to the Licensed Mark and any secondary trademark used in the marketing of the Licensed Products that the Licensee may develop and use with the approval of CKI. Any such secondary mark will be owned by CKTT. At the request of CKI, the Licensee shall execute and deliver to CKI any and all documents and do all other acts and things which CKI and/or CKTT deems necessary or appropriate to make fully effective or to implement the provisions of this Agreement relating to the ownership or registration of the Licensed Mark, including, without limitation, information regarding use and supporting documentation therefor, as well as labels, hang tags, packaging, and other appropriate specimens evidencing use of the Licensed Mark in each country in the Territory. Licensee acknowledges that CKI as a beneficial owner of the Licensed Mark, has a primary interest in and to Licensed Products and to other materials (tags, labels, and the like) which bear the Licensed Mark which is superior to any third party claims (for example contractors, creditors or the like) other than claims of holders of perfected security interests therein.

. The Board of Directors (the “Board”) of Cars.com Inc. (the “Company”) considers the establishment and maintenance of a strong and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders.

Restrictive Covenants Affirmed. Executive acknowledges and reaffirms that he is bound by certain restrictive covenants pursuant to the Agreement Protecting Company Interests entered into pursuant to Section 8 of the Employment Agreement, the terms of which are incorporated by reference herein.