Common use of THE RECITALS Clause in Contracts

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles (defined below) from one or more manufacturer, distributor, dealers, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; ii) advancing funds to other third parties who are not Vehicle Sellers; or iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (“Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. E. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles (defined below) from one or more manufacturer, distributor, dealersdealer, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; ii) advancing funds to other third parties who are not Vehicle Sellers; or iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (“Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. E. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. Further, contemporaneously with the execution of this Agreement, Bank, Ally, and Dealership are entering into a separate Inventory Financing and Security Agreement (the “Non-Participated IFSA”). Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney. Certain information has been excluded because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles used automobiles, trucks, cars, vans, motor vehicles, and/or other vehicles (defined belowtogether with all accessories, accessions, additions and attachments to such vehicles, the “Vehicle(s)”) from one or more manufacturer, distributor, dealersdealer, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by (i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; (ii) advancing funds to other third parties who are not Vehicle Sellers; or (iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (collectively, “Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. E. Dealership is a wholly owned subsidiary of Vroom. The Ally Parties would not enter into this Agreement but for Vroom’s guaranty of Dealership’s indebtedness and obligations to the Ally Parties. Additionally, certain material covenants and obligations of Dealership under this Agreement must be performed by Vroom rather than Dealership. Accordingly, Vroom is a party to this Agreement with respect to certain limited provisions. F. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will may be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. It is a composition of various alternatives available to Bank and Dealership and to Ally and Dealership, as independent commercial parties. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney. G. The Ally Parties, Dealership and Vroom are parties to an Inventory Financing and Security Agreement, effective as of March 6, 2020 (as amended, the “IFSA”), as amended by: i. the First Amendment to Inventory Financing and Security Agreement, effective as of June 19, 2020; ii. the Second Amendment to Inventory Financing and Security Agreement, effective as of October 1, 2020; iii. the Third Amendment to Inventory Financing and Security Agreement, effective as of December 16, 2021; and iv. the Fourth Amendment to Inventory Financing and Security Agreement, effective as of February 24, 2022. The parties to this Amendment desire to amend and restate the IFSA as provided herein.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles (defined below) from one or more manufacturer, distributor, dealers, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; ii) advancing funds to other third parties who are not Vehicle Sellers; or iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (“Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. E. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles used automobiles, trucks, cars, vans, motor vehicles, and/or other vehicles (defined belowtogether with all accessories, accessions, additions and attachments to such vehicles, the “Vehicle(s)”) from one or more manufacturer, distributor, dealersdealer, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by (i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; (ii) advancing funds to other third parties who are not Vehicle Sellers; or (iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (collectively, “Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. E. The Dealership is a wholly owned subsidiary of Vroom. The Ally Parties would not enter into this Agreement but for Vroom’s guaranty of the Dealership’s indebtedness and obligations to the Ally Parties. Additionally, certain material covenants and obligations of Dealership under this Agreement must be performed by Vroom rather than Dealership. Accordingly, Vroom is a party to this Agreement with respect to certain limited provisions. F. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will may be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. It is a composition of various alternatives available to Bank and Dealership and to Ally and Dealership, as independent commercial parties. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles new and used automobiles, trucks, cars, vans, chassis, buses, trailers, motor homes, recreational vehicles, towable recreational vehicles, motorcycles, all-terrain vehicles, snowmobiles, motorized carts, motor vehicles, other vehicles and/or campers (defined belowtogether with all accessories, accessions, additions and attachments to such vehicles, the “Vehicle(s)”) from one or more manufacturer, distributor, dealers, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them either to retail customers in the ordinary course of businessbusiness or to the wholesale market through recognized third-party auctions that are approved by the Ally Parties. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; ii) advancing funds to other third parties who are not Vehicle Sellers; or iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (“Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement, and so long as Dealership remains qualified and creditworthy in accordance with standards established by Bank from time to time. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material , and (ii) would be competitively harmful if publicly disclosedso long as Dealership remains qualified and creditworthy in accordance with standards established by Ally from time to time. E. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will may be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. It is a composition of various alternatives available to Bank and Dealership and to Ally and Dealership, as independent commercial parties. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles new and used automobiles, trucks, cars, vans, chassis, buses, trailers, motor homes, recreational vehicles, towable recreational vehicles, motorcycles, all-terrain vehicles, snowmobiles, motorized carts, motor vehicles, other vehicles and/or campers (defined belowtogether with all accessories, accessions, additions and attachments to such vehicles, the “Vehicle(s)”) from one or more manufacturer, distributor, dealers, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; ii) advancing funds to other third parties who are not Vehicle Sellers; or iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (“Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement, and so long as Dealership remains qualified and creditworthy in accordance with standards established by Bank from time to time. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material , and (ii) would be competitively harmful if publicly disclosedso long as Dealership remains qualified and creditworthy in accordance with standards established by Ally from time to time. E. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will may be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. It is a composition of various alternatives available to Bank and Dealership and to Ally and Dealership, as independent commercial parties. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles used automobiles, trucks, cars, vans and/or other vehicles (defined belowtogether with all accessories, accessions, additions and attachments to such vehicles, the “Vehicle(s)”) from one or more manufacturer, distributor, dealersdealer, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by (i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; (ii) advancing funds to other third parties who are not Vehicle Sellers; or (iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (collectively, “Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. E. Dealership is a wholly owned subsidiary of Guarantor. The Ally Parties would not enter into this Agreement but for Guarantor’s guaranty of the Dealership’s indebtedness and obligations to the Ally Parties. Additionally, certain material covenants and obligations of Dealership under this Agreement must be performed by Guarantor rather than Dealership. Accordingly, Guarantor is a party to this Agreement with respect to certain limited provisions. F. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney.

THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows: A. From time to time, Dealership has and/or intends to acquire one or more Vehicles (defined below) from one or more manufacturer, distributor, dealersdealer, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business. B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; ii) advancing funds to refinance one or more existing inventory financing facilities extended by the Ally Parties, including, but not limited to the Third Amended and Restated Inventory Financing Agreement dated of even date herewith (the “Participated IFSA”); iii) advancing funds to other third parties who are not Vehicle Sellers; or iiiiv) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (“Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”) C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. E. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney. Certain information has been excluded because it is both (i) not material and (ii) the type that registrant treats as private or confidential.