First Amendment to Office Lease Agreement, dated November 1, 2023, by and between FSP Addison Circle Limited Partnership and CarOffer, LLC

FIRST AMENDMENT TO OFFICE LEASE AGREEMENT

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

RECITALS

AGREEMENT

NOW, THEREFORE, in consideration of the Recitals set forth above and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

*In addition to the above Base Rental, Tenant is required to pay Tenant’s Allocated Share of electricity costs for the Building Floor and Tenant’s Share of electricity costs for the Building and Complex (each as calculated pursuant to Section 6 of the Lease) during the entire Lease Term. Tenant will also pay Tenant’s Share of Basic Operating Costs (as calculated pursuant to Section 6 of the Lease).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed under seal as of the date first written above.

ACKNOWLEDGEMENT AND CONSENT OF GUARANTOR

Effective as of the date first set forth above, the undersigned, CarGurus, Inc., a Delaware corporation, the guarantor of the above referenced Lease pursuant to that certain Guaranty of Lease dated as of April 28, 2022 (the “Guaranty”) hereby acknowledges and consents to this First Amendment to Office Lease Agreement and agrees that the Guaranty shall remain in full force and effect.

EXHIBIT A

RELOCATION PREMISES

EXHIBIT B

FORM OF LETTER OF CREDIT

We hereby open our Irrevocable Standby Letter of Credit no. <<Instrument ID>> in your favor, for account of CAROFFER, LLC available by your draft(s) at sight on Comerica Bank when accompanied by:

1. The original of this Irrevocable Standby Letter of Credit and Amendment(s) if any.

2. A written and dated statement on the beneficiary's letterhead signed by the beneficiary indicating name and title of the signer with either of the following wording:

A. "The undersigned hereby certifies that: (1) the undersigned is an authorized representative of beneficiary; (II) beneficiary is the beneficiary of Standby Letter of Credit no. <<Instrument ID>> issued by Comerica Bank; and (III) beneficiary is authorized to draw down on the Standby Letter of Credit. The amount of USD (amount) is being drawn under Comerica Bank's Standby Letter of Credit no.

or

B. "The undersigned hereby certifies that we have received a written notice of Comerica Bank's election not to extend their Standby Letter of Credit no. <<Instrument ID>> and have not received a replacement Letter of Credit or any other financial assurance satisfactory to us from CAROFFER, LLC."

Special Conditions:

All signatures must be manually executed in original.

All information required whether indicated by blanks, brackets or otherwise, must be completed at the time of drawing.

Partial drawings and multiple presentations may be made under this Irrevocable Standby Letter of Credit, provided, however, that each such demand that is paid by us shall reduce the amount available under this Irrevocable Standby Letter of Credit.

It is a condition of this Letter of Credit that it shall be deemed automatically extended without amendment for a period of one year from the present or any future expiration date, unless at least sixty (60) days prior to the expiration date we send notice to you by courier that we elect not to extend this credit for any such additional period. Said notice will be sent to the Beneficiary's address indicated above, unless a change of address is otherwise notified by you to us in writing by receipted mail or courier, quoting our Letter of Credit number. Any notice to us will be deemed effective only upon actual receipt by us at our designated office.

In no event, and without further notice from ourselves, shall the expiration date be extended beyond a final expiration date of January 31, 2030.

This Standby Letter of Credit may be successively transferred in its entirety (but not in part) up to the then available amount in favor of a nominated Transferee ("Transferee"), assuming such transfer to such Transferee is in compliance with all applicable U.S. laws and regulations. If transferred, this Standby Letter of Credit must be returned to us together with our transfer form (available upon request), duly executed. We are under no obligation to transfer this Standby Letter of Credit, except to the extent and in the manner expressly consented to by us, and until all charges for the transfer are paid. In case of any transfer, the draft and any required statement must be executed by the Transferee and where the Beneficiary's name appears within this Standby Letter of Credit, the Transferee's name is automatically substituted therefore. At the time of the transfer request, the original of this Standby Letter of Credit and any amendment(s) thereto must be provided. Comerica Bank will not assume or undertake any liability or responsibility for verifying, validating or authenticating the authority or rights of any party(ies) requesting the transfer of this Letter of Credit or executing any document(s) in connection therewith. Transfer of this Letter of Credit will be effected by means of an endorsement on the reverse of the original of the Letter of Credit.

All fees relating to this Letter of Credit, including any and all transfer related costs shall be paid by the Applicant.

Payment of any transfer fees and/or any transfer related costs shall not be a condition precedent to transfer.

Notwithstanding any preprinted wording to the contrary on our standard transfer form, payment of all transfer fees are for the Applicants account.

All drafts required under this Irrevocable Standby Letter of Credit must be marked: "Drawn under Comerica Bank Irrevocable Standby Letter of Credit no. <<Instrument ID>>."

In the case of cancellation, the original Standby Letter of Credit and all Amendments thereto must be returned to us together with a written request from Beneficiary referencing this Standby Letter of Credit number and authorizing its cancellation.

This Irrevocable Standby Letter of Credit sets forth in full the terms of our undertaking and such undertaking shall not be in any way modified, amended or amplified by reference to any document, instrument or agreement referred to herein or in which this Irrevocable Standby Letter of Credit is referred to or to which this Irrevocable Standby Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.

We hereby engage with you that drawing(s) made under and in compliance with this Standby Letter of Credit will be duly honored upon presentation to us in person or via courier service to our address: Comerica Bank, International Trade Services, 2321 Rosecrans Ave., 5th floor, El Segundo, CA 90245, Attn: Standby Letter of Credit Dept. on or before the current or any automatically extended date. Presentation may also be effected by facsimile to Comerica Bank fax number ###-###-#### confirmed by phone call at ###-###-####. When presentation is made by facsimile, in lieu of presentation of the original Letter of Credit, the Beneficiary must present Beneficiary's statement that Beneficiary is in possession of the original Letter of Credit, and that the amount and date of this presentation has been noted on the back of such original. In the event of facsimile drawing, the draft(s) required hereunder will be considered to have been presented to Comerica Bank if copies of such draft(s) are received by Comerica Bank by means of a facsimile at the fax number noted above. However, the draft must include the front and back of the draft in order to evidence endorsement thereof.

Except so far as otherwise expressly stated herein, this Standby Letter of Credit is subject to the "International Standby Practices" (ISP 98) International Chamber of Commerce (Publication No. 590).

END OF SPECIMEN FORMAT

EXHIBIT B-1

TO COMERICA LETTER OF CREDIT ATTACHED AS EXHIBIT B

FORM OF TRANSFER FORM

Request for Full Transfer of a Standby Letter of Credit

To Comerica Bank (“Comerica”)

International Trade Services

Dear Sir/Madam:

For value received the undersigned beneficiary hereby irrevocably transfers to:

all rights of the undersigned beneficiary to draw under the above Credit in its entirety.

By this transfer, all rights of the undersigned beneficiary in such Credit are transferred to the Second Beneficiary and the Second Beneficiary shall have the sole rights as beneficiary under the Credit, including sole rights relating to any increases, extensions, or other amendments. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned beneficiary.

The original of such Credit is returned herewith together with any and all amendments, and we ask that you record evidence of this transfer on the reverse of the original Credit, add your endorsement, and forward it directly to the Second Beneficiary with your customary notice of transfer.

The undersigned beneficiary understands and agrees that upon transfer of the Credit, we shall cease to be the beneficiary of the Credit and we represent and warrant to you that we shall not attempt to draw on the Credit or otherwise attempt to exercise our former rights under the Credit.

Comerica’s transfer fees will be wired to its office, in accordance with its instructions. It is understood that this request to transfer the Credit will not be processed until such fees are paid in full, in immediately available funds, and are in Comerica’s possession.

By signing below, the undersigned Beneficiary agrees the instructions provided above to Comerica are binding on the Beneficiary.

The undersigned Beneficiary further represents, warrants and certifies to Comerica that the undersigned Beneficiary has the power and authority to so transfer the Credit and to execute and deliver this Transfer Form unto Comerica, and the person(s) executing this Transfer Form for and on behalf of the undersigned has/have the requisite power, authority and capacity to do so. The undersigned Beneficiary further acknowledges and agrees that Comerica has no obligation to verify the authenticity of any signature(s) nor the power, authority or capacity of the person(s) executing this Transfer Form, and Comerica shall be permitted to act upon the instructions as provided in this Transfer Form.

Irrevocable

Standby Letter of Credit No.:
[Letter of Credit Number]

We hereby open our Irrevocable Standby Letter of Credit no. [letter of credit number] in your favor, for account of CAROFFER, LLC available by your draft(s) at sight on Comerica Bank when accompanied by:

1. The original of this Irrevocable Standby Letter of Credit and Amendment(s) if any.

2. A written and dated statement on the beneficiary's letterhead signed by the beneficiary indicating name and title of the signer with either of the following wording:

A. "The undersigned hereby certifies that: (I) the undersigned is an authorized representative of beneficiary; (II) beneficiary is the beneficiary of Standby Letter of Credit no. [letter of credit number] issued by Comerica Bank; and (III) beneficiary is authorized to draw down on the Standby Letter of Credit. The amount of USD (amount) is being drawn under Comerica Bank's Standby Letter of Credit no. [letter of credit number].

or

B. "The undersigned hereby certifies that we have received a written notice of Comerica Bank's election not to extend their Standby Letter of Credit no. [letter of credit number] and have not received a replacement Letter of Credit or any other financial assurance satisfactory to us from CAROFFER, LLC."

Special Conditions:

All signatures must be manually executed in original.

All information required whether indicated by blanks, brackets or otherwise, must be completed at the time of drawing.

Partial drawings and multiple presentations may be made under this Irrevocable Standby Letter of Credit, provided, however, that each such demand that is paid by us shall reduce the amount available under this Irrevocable Standby Letter of Credit.

It is a condition of this Letter of Credit that it shall be deemed automatically extended without amendment for a period of one year from the present or any future expiration date, unless at least sixty (60) days prior to the expiration date we send notice to you by courier that we elect not to extend this credit for any such additional period. Said notice will be sent to the Beneficiary's address indicated above, unless a change of address is otherwise notified by you to us in writing by receipted mail or courier, quoting our Letter of Credit number. Any notice to us will be deemed effective only upon actual receipt by us at our designated office.

In no event, and without further notice from ourselves, shall the expiration date be extended beyond a final expiration date of January 31, 2030.

This Standby Letter of Credit may be successively transferred in its entirety (but not in part) up to the then available amount in favor of a nominated Transferee ("Transferee"), assuming such transfer to such Transferee is in compliance with all applicable U.S. laws and regulations. If transferred, this Standby Letter of Credit must be returned to us together with our transfer form (available upon request), duly executed. We are under no obligation to transfer this Standby Letter of Credit, except to the extent and in the manner expressly consented to by us, and until all charges for the transfer are paid. In case of any transfer, the draft and any required statement must be executed by the Transferee and where the Beneficiary's name appears within this Standby Letter of Credit, the Transferee's name is automatically substituted therefore. At the time of the transfer request, the original of this Standby Letter of Credit and any amendment(s) thereto must be provided. Comerica Bank will not assume or undertake any liability or responsibility for verifying, validating or authenticating the authority or rights of any party(ies) requesting the transfer of this Letter of Credit or executing any document(s) in connection therewith.

Transfer of this Letter of Credit will be effected by means of an endorsement on the reverse of the original of the Letter of Credit.

All fees relating to this Letter of Credit, including any and all transfer related costs shall be paid by the Applicant. Payment of any transfer fees and/or any transfer related costs shall not be a condition precedent to transfer.

Notwithstanding any preprinted wording to the contrary on our standard transfer form, payment of all transfer fees are for the Applicants account.

All drafts required under this Irrevocable Standby Letter of Credit must be marked: "Drawn under Comerica Bank Irrevocable Standby Letter of Credit no. [letter of credit number]."

In the case of cancellation, the original Standby Letter of Credit and all Amendments thereto must be returned to us together with a written request from Beneficiary referencing this Standby Letter of Credit number and authorizing its cancellation.

This Irrevocable Standby Letter of Credit sets forth in full the terms of our undertaking and such undertaking shall not be in any way modified, amended or amplified by reference to any document, instrument or agreement referred to herein or in which this Irrevocable Standby Letter of Credit is referred to or to which this Irrevocable Standby Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.

We hereby engage with you that drawing(s) made under and in compliance with this Standby Letter of Credit will be duly honored upon presentation to us in person or via courier service to our address: Comerica Bank, International Trade Services, 2321 Rosecrans Ave., 5th floor, El Segundo, CA 90245, Attn: Standby Letter of Credit Dept. on or before the current or any automatically extended date. Presentation may also be effected by facsimile to Comerica Bank fax number ###-###-#### confirmed by phone call at ###-###-####. When presentation is made by facsimile, in lieu of presentation of the original Letter of Credit, the Beneficiary must present Beneficiary's statement that Beneficiary is in possession of the original Letter of Credit, and that the amount and date of this presentation has been noted on the back of such original. In the event of facsimile drawing, the draft(s) required hereunder will be

considered to have been presented to Comerica Bank if copies of such draft(s) are received by Comerica Bank by means of a facsimile at the fax number noted above. However, the draft must include the front and back of the draft in order to evidence endorsement thereof.

Except so far as otherwise expressly stated herein, this Standby Letter of Credit is subject to the "International Standby Practices" (ISP 98) International Chamber of Commerce (Publication No. 590).

Regards,