Common use of Certificates; Legends Clause in Contracts

Certificates; Legends. Common Units shall be issued in uncertificated form; provided that, at the request of any Member, the Manager may cause the Company to issue one or more certificates to any such Member holding Common Units representing in the aggregate the Common Units held by such Member. If any certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUP, LLC. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Certificates; Legends. Common Units Membership Interests shall be issued in uncertificated non certificated form; provided that, at the request of any Member, the Manager may Managing Member shall cause the Company to issue one or more certificates to any such Member holding Common Units Series B Membership Interests representing in the aggregate the Common Units Series B Membership Interests held by such Member. If any Series B Membership Interest certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUPFIRST WIND HOLDINGS, LLCLLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN CARVANA GROUPFIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUPFIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUPFIRST WIND HOLDINGS, LLC, DATED AS OF [●], 20172010, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Certificates; Legends. Common Units Membership Interests shall be issued in uncertificated form; provided that, at the request of any Member, the Manager may Managing Member shall cause the Company to issue one or more certificates to any such Member holding Common Units Series B Membership Interests representing in the aggregate the Common Units Series B Membership Interests held by such Member. If any Series B Membership Interest certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLCLLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Certificates; Legends. Common Units shall be issued in uncertificated form; provided that, at the request of any Member, the Manager may cause the Company to issue one or more certificates to any such Member holding Common Units representing in the aggregate the Common Units held by such Member. If any certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUP, LLC. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●]APRIL 27, 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●]APRIL 27, 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Certificates; Legends. Common Units shall be issued in uncertificated form; provided that, at the request of any Member, the Manager may cause the Company to issue one or more certificates to any such Member holding Common Units representing in the aggregate the Common Units held by such Member. If any certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUP, LLC. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●]OCTOBER 2, 20172020, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●]OCTOBER 2, 20172020, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Certificates; Legends. Common Units shall The Shares will not be deemed issued in uncertificated form; provided that, at to or owned by the request of any Member, the Manager may cause Subscriber until the Company to shall issue one or more certificates to any such Member holding Common Units representing in the aggregate name of the Common Units held Subscriber a certificate evidencing ownership of the Shares. The certificates representing the Shares will bear the following or a substantially similar legend, and such other legends as may be required by applicable state securities laws, stating that their issuance has not been registered under the Securities Act or such Member. If any certificate representing Common Units is issuedstate securities laws and referring to the above restrictions on transferability and resale, then such certificate shall bear and a legend substantially notation will also be made in the following formrecords of the Company so that transfers of the Shares will not be effected in the records of the Company without compliance with these restrictions: THIS CERTIFICATE EVIDENCES THE ISSUANCE OF THE SHARES OF COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUP, LLC. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC STOCK REPRESENTED BY THIS CERTIFICATE HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 19331933 (THE “SECURITIES ACT”), AS AMENDEDANY STATE SECURITIES LAWS (THE “STATE ACTS”), OR ANY NON-U.S. OR STATE OTHER APPLICABLE SECURITIES LAWS AND LAWS. THE SHARES OF COMMON STOCK REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE MEMBERSHIP INTEREST IN CARVANA GROUPSECURITIES ACT, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH THE STATE ACTS, AND ANY OTHER APPLICABLE SECURITIES LAW OR UNLESS, IN THE FOURTH AMENDED OPINION OF COUNSEL ACCEPTABLE TO INDEPENDENCE BANCSHARES, INC., SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT, THE STATE ACTS, AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUPANY OTHER APPLICABLE SECURITIES LAW. The certificates representing the Shares will not bear the legend set forth above (i) while a registration statement covering the resale of the Shares is effective under the Securities Act, LLC(ii) following any sale of the Shares pursuant to Rule 144 (or any successor rule), DATED AS OF [●](iii) if the Shares are eligible for sale under Rule 144(k) (or any successor rule), 2017or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the SEC staff). The Company will cause its legal counsel to issue a legal opinion to the Company’s transfer agent, AS THE SAME MAY BE AMENDED FROM TIME TO TIMEif required by such transfer agent, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEto effect the removal of the legend Subscriber’s Initials: hereunder. To The Company agrees that at such time as such legend is no longer required under this Section 8, it will, no later than 10 business days following the extent applicabledelivery by the Subscriber to the Company or its transfer agent of a certificate representing Shares issued with a restrictive legend, Unit certificates may also bear deliver or cause to be delivered to such Subscriber a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEcertificate representing such Shares that is free from all restrictive and other legends.

Certificates; Legends. Common Units shall be issued in uncertificated form; provided that, at the request of any Member, the Manager may cause the Company to issue one or more certificates to any such Member holding Common Units representing in the aggregate the Common Units held by such Member. If any certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUPBLUEFIN TOPCO, LLC. THE MEMBERSHIP INTEREST IN CARVANA GROUPBLUEFIN TOPCO, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUPBLUEFIN TOPCO, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUPBLUEFIN TOPCO, LLC, DATED AS OF [●•], 20172021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUPBLUEFIN TOPCO, LLC, DATED AS OF [●•], 20172021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Certificates; Legends. Common Units Membership Interests shall be issued in uncertificated form; provided that, at the request of any Member, the Manager may Managing Member shall cause the Company to issue one or more certificates to any such Member holding Common Units Series B Membership Interests representing in the aggregate the Common Units Series B Membership Interests held by such Member. If any Series B Membership Interest certificate representing Common Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLCLLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUPHEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, DATED AS OF [●]FEBRUARY 13, 20172013, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. To the extent applicable, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Certificates; Legends. Common Units (i) Each share certificate constituting the Subscriber Shares issued and sold pursuant to this Agreement and the Stock Purchase Agreement and any share certificate issued in replacement thereof shall be issued stamped or otherwise imprinted with the legends in uncertificated form; substantially the form below and transfer restrictions of like effect will be provided that, at the request of any Member, the Manager may cause by the Company to issue one or more certificates the Company’s transfer agent, and each Subscriber acknowledges and agrees to any such Member holding Common Units representing in the aggregate the Common Units held by legends, transfer agent instructions and transfer restrictions, on behalf of such Member. If any certificate representing Common Units is issued, then Subscriber and each subsequent permitted transferee of such certificate shall bear a legend substantially in the following formSubscriber: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUP, LLC. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE HAS SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. STATE OR STATE OTHER SECURITIES LAWS LAWS, AND MAY NOT BE OFFERED, REOFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, REOFFER, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF OR DISTRIBUTE DIRECTLY OR INDIRECTLY THESE SECURITIES IN THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON EXCEPT (A) TO THE COMPANY OR A SUBSIDIARY OF THE COMPANY, (B) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (C) IN COMPLIANCE THEREWITHWITH AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, INCLUDING RULES 904 AND 905 THEREOF. THE MEMBERSHIP INTEREST HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF FURTHER AGREES THAT ANY HEDGING TRANSACTIONS INVOLVING THE SECURITIES WILL BE CONDUCTED IN CARVANA GROUP, LLC REPRESENTED BY COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS CERTIFICATE SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, TRANSFERRED A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY NOTICE SUBSTANTIALLY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRANSFER AGENT, AND WITHOUT CHARGETHE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER, IN EACH OF THE FOREGOING CASES, TO REQUIRE DELIVERY OF A CERTIFICATION OF TRANSFER AND OPINION OF COUNSEL IN FORM SATISFACTORY TO THEM. To the extent applicableAS USED HEREIN, Unit certificates may also bear a legend in substantially the following form: THE MEMBERSHIP INTERESTS REPRESENTED TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN REGULATION S UNDER THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGESECURITIES ACT.