13D Filing: Starboard Value LP and Cars.com Inc (CARS)

Pursuant to letter
agreements, Starboard V&O Fund has agreed to compensate Ms. Adler, Mr. Kelly and Mr. Wiener for being named as and serving
as Nominees for election as directors of the Issuer (the “Compensation Letter Agreements”). Under the Compensation
Letter Agreements, Starboard V&O Fund has agreed to pay each of Ms. Adler, Mr. Kelly and Mr. Wiener (i) $25,000 in cash upon
submission of the Nomination Letter to the Issuer and (ii) $25,000 in cash upon the filing of a definitive proxy statement with
the Securities and Exchange Commission by Starboard V&O Fund or its affiliates relating to the Solicitation. Pursuant to the
Compensation Letter Agreements, each of Ms. Adler, Mr. Kelly and Mr. Wiener has agreed to use the after-tax proceeds from such
compensation, or an equivalent amount of other funds, to acquire securities of the Issuer (the “Nominee Shares”) at
such time that each of Ms. Adler, Mr. Kelly and Mr. Wiener shall determine, but in any event no later than fourteen (14) days after
receipt of such compensation, subject to Starboard V&O Fund’s right to waive the requirement to purchase the Nominee
Shares. Pursuant to the Compensation Letter Agreements, each of Ms. Adler, Mr. Kelly and Mr. Wiener has agreed not to sell, transfer
or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment or nomination of such
Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Nominee’s nomination
or appointment as a director of the Issuer, (iii) Starboard V&O Fund’s withdrawal of its nomination of such Nominee for
election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event that the Issuer
enters into a business combination with a third party, each of Ms. Adler, Mr. Kelly and Mr. Wiener may sell, transfer or exchange
the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreement is attached
hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7 is hereby amended
to add the following exhibits: