INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2017 between Carvana Co., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CARVANA CO. AND EACH OF THE GUARANTORS PARTY HERETO AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 8.875% Senior Notes due 2023 INDENTURE Dated as of September 21, 2018Indenture • September 21st, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of September 21, 2018, by and between CARVANA CO. (the “Issuer” or the “Company”), a Delaware corporation, the Guarantors (as defined in Section 1.1) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
CARVANA CO. AND EACH OF THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 10.2500% Senior Notes due 2030 INDENTURE Dated as of May 6, 2022Indenture • May 10th, 2022 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of May 6, 2022, by and between CARVANA CO. (the “Issuer” or the “Company”), a Delaware corporation, the Guarantors (as defined in Section 1.1) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 21st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • March 21st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • March 21st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLANIncentive Stock Option Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • March 21st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Carvana Co., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Carvana Co. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED Dated as of July 18, 2023 between CARVANA CO. and EQUINITI TRUST COMPANY, LLC, as Rights AgentSection 382 Rights Agreement • July 19th, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
This Section 382 Rights Agreement (this “Agreement”), dated as of July 18, 2023, is between Carvana Co., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, as successor in interest to American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
CARVANA CO. AND EACH OF THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Secured Notes Collateral Agent 9.0% / 14.0% Cash / PIK Senior Secured Notes due 2031 INDENTURE Dated as of September 1, 2023Indenture • September 1st, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of September 1, 2023, by and among CARVANA CO. (the “Issuer” or the “Company”), a Delaware corporation, the Guarantors (as defined in Section 1.1) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as Secured Notes Collateral Agent (in such capacity, the “Secured Notes Collateral Agent”).
CARVANA CO. 15,625,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2022 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
CARVANA CO. CONTRIBUTION AGREEMENTContribution Agreement • November 6th, 2019 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
This Contribution Agreement (this “Agreement”) is made and entered into as of November 5, 2019 by and between Carvana Co., a Delaware corporation (the “Company”), and Ernest C. Garcia III (“Mr. Garcia”).
THIRD AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • September 22nd, 2022 • Carvana Co. • Retail-auto dealers & gasoline stations
This Third Amended and Restated Inventory Financing and Security Agreement (“Agreement”) is effective as of September 22, 2022 (the “Effective Date”), and is made by and among the following parties:
RECEIVABLES TRANSFER AGREEMENTReceivables Transfer Agreement • May 6th, 2020 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
This RECEIVABLES TRANSFER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 30, 2020, is by and between Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), and Carvana Auto Receivables Trust 2020-NP1, a Delaware statutory trust (the “Issuing Entity”).
CARVANA CO., GUARANTORS PARTY HERETO and as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 30, 2023 to Indenture Dated as of October 2, 2020Second Supplemental Indenture • September 1st, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2023, among CARVANA CO. (the “Company”), each of the guarantors listed on Schedule I hereto (the “Guarantors”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (the “Trustee”), under the Indenture, dated as of October 2, 2020, as amended to date (the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 10th, 2022 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 9, 2022, by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Entities” and each a “Guaranteeing Entity”), Carvana Co., as Issuer, and U.S. Bank Trust Company, National Association, a national banking association, as successor to U.S. Bank National Association, a national banking association, as Trustee under the Indenture referred to below.
MASTER TRANSFER AGREEMENT between CARVANA AUTO RECEIVABLES 2016-1 LLC as Transferor and SONORAN AUTO RECEIVABLES TRUST 2017-1Master Transfer Agreement • November 7th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
THIS MASTER TRANSFER AGREEMENT (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) is made as of November 3, 2017, between Carvana Auto Receivables 2016-1 LLC, a Delaware limited liability company (the “Transferor”), and Sonoran Auto Receivables Trust 2017-1 LLC, a Delaware statutory trust (the “Trust”).
TAX RECEIVABLE AGREEMENT by and among CARVANA CO., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF [●], 2017Tax Receivable Agreement • April 11th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2017, is hereby entered into by and among Carvana Co., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income and applicable state and local Tax purposes, and assuming for this purpose that all available elections to file consolidated tax returns have been made, the “Corporate Taxpayer”), Carvana Group, LLC, a Delaware limited liability company (the “Company”), the TRA Holders and the Agent.
Carvana Group, LLCLimited Liability Company Agreement • October 5th, 2020 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Carvana Group, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 2, 2020, by and among the Company, Carvana Co. Sub LLC, a Delaware limited liability company (“Carvana Co. Sub”), its Members and Unitholders, and, solely for purposes of Section 3.1, Section 3.2 and Section 8.6 below and not as a Member, Unitholder or manager, Carvana Co., a Delaware corporation (“Carvana Co.”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
IP LICENSE AGREEMENTIp License Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Arizona
This IP LICENSE AGREEMENT (hereinafter referred to as the “IP Agreement”) is entered into on this 27th day of February, 2017 (“Effective Date”), by and between DriveTime Automotive Group, Inc., DriveTime Car Sales Company LLC, Bridgecrest Acceptance Corporation f/k/a DT Acceptance Corporation and their respective wholly owned subsidiaries (individually and collectively, “DT”), and Carvana, LLC and any consolidated affiliates hereafter formed (“CARVANA”) and shall be deemed effective as of the Effective Date. DT and CARVANA are referred to herein collectively, as the “Parties” and individually as a “Party.”
MASTER LOAN AGREEMENTMaster Loan Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Arizona
THIS MASTER LOAN AGREEMENT (this “Agreement”), dated as of February 27, 2017, is entered into by and among CARVANA GROUP, LLC, a Delaware limited liability company (“Borrower”), the lenders listed on the signature pages hereof or that become party hereto pursuant to Section 8.8 (“Lenders”), and VERDE INVESTMENTS, INC., an Arizona corporation, as a Lender and as the administrative agent for the Lenders (“Agent”). In consideration of the mutual covenants and agreements contained herein, the Borrower, the Lenders and the Agent agree as follows:
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 27, 2017, by and among (i) Carvana Group, LLC, a Delaware limited liability company (the “Company”), (ii) Carvana Co., a Delaware corporation ( “Pubco”), (iii) the Person listed on the Schedule of Investors attached hereto as of the date hereof, and (iv) each of the other Persons (including Permitted Transferees of the CVAN Investor) set forth from time to time on the Schedule of Investors who, at any time, own securities of the Company or Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (iii) and (iv), an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof.
SECOND AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT among Carvana Auto Receivables 2016-1 LLC as Transferor and ALLY BANK and ALLY FINANCIAL INC. each a Purchaser DATED AS OF NOVEMBER 1, 2022Master Purchase and Sale Agreement • November 3rd, 2022 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
THIS SECOND AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) is made as of November 1, 2022, among Carvana Auto Receivables 2016-1 LLC, a Delaware limited liability company (the “Transferor”), Ally Bank., a Utah chartered bank, and Ally Financial Inc., a Delaware corporation (each a “Purchaser” and collectively, the “Purchasers”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • March 24th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [●], 2017 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), is made by and among Carvana Co., a Delaware corporation (“Pubco”), Carvana Co. Sub LLC, a Delaware limited liability company that has elected to be taxed as a corporation for U.S. federal income tax purposes (the “Corporation”), Carvana Group, LLC, a Delaware limited liability company (the “Company”), and the holders from time to time of the Company’s Common Units (as defined below) listed on Exhibit A hereto (collectively, the “Members” and individually, a “Member”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of May 7, 2019 among SONORAN AUTO RECEIVABLES TRUST 2017-1, as the Borrower, CARVANA AUTO RECEIVABLES 2016-1 LLC, as the Transferor, CARVANA, LLC, as the Trust Administrator, ALLY BANK, as the...Loan and Security Agreement • May 8th, 2019 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
This Amended and Restated Loan and Security Agreement (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), is made as of May 7, 2019, among SONORAN AUTO RECEIVABLES TRUST 2017-1, a Delaware statutory trust, as borrower (the “Borrower”), CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company, as Transferor (the “Transferor”), CARVANA, LLC, an Arizona limited liability company (“Carvana”), as Trust Administrator (the “Trust Administrator”), ALLY BANK, a Utah chartered bank (“Ally Bank”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and each Lender from time to time party hereto.
GUARANTYGuaranty • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Arizona
THIS AGREEMENT, dated as of February 27, 2017, is entered into by and among CARVANA, LLC, an Arizona limited liability company (“Guarantor”), and VERDE INVESTMENTS, INC., an Arizona corporation (“Agent”), as agent on behalf of the lenders (“Lenders”) from time to time party to that certain Master Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”) by and between Carvana Group, LLC, a Delaware limited liability company, as borrower (“Borrower”), Lenders and Agent.
FOURTH AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations
This Fourth Amended and Restated Lease Agreement (this “Lease”) is amended and restated as of the Amendment Date by and between Landlord and Tenant as the entire and exclusive statement of all agreements, covenants, understandings, representations, warranties and liabilities of Landlord and Tenant regarding the lease of the Premises. This Lease supersedes, amends and restates that Lease Agreement dated November 1, 2014, that Amended and Restated Lease Agreement, dated March 15, 2015, that Second Amended and Restated Lease Agreement dated July 1, 2015 (as modified August 17, 2015) and that Third Amended and Restated Lease Agreement dated March 18, 2016 between DriveTime Car Sales Company, LLC, as Landlord and Carvana, LLC and Carvana Shipping and Delivery, LLC as Tenants, and it is intended to be effective as of the November 1, 2014 (the “Lease Date”), except as otherwise set forth herein (e.g. updated Exhibits).
AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • July 31st, 2024 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
THIRTEENTH AMENDMENTMaster Purchase and Sale Agreement • February 25th, 2021 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
THIRTEENTH AMENDMENT, dated as of December 30, 2020 (this “Amendment”) to the Amended and Restated Master Purchase and Sale Agreement, dated as of March 6, 2017, as amended by the First Amendment, dated as of September 14, 2017, by the Second Amendment, dated as of November 3, 2017, by Omnibus Amendment No. 2 to Basic Documents (Ally-Carvana Flow), dated as of January 4, 2018, by the Third Amendment, dated as of November 2, 2018, by the Fourth Amendment, effective as of January 4, 2019, by the Fifth Amendment, effective as of March 6, 2019, by the Sixth Amendment, effective as of April 19, 2019, by the Seventh Amendment, effective as of March 19, 2020, by the Eighth Amendment, effective as of March 24, 2020, by the Ninth Amendment, effective as of April 29, 2020, by the Tenth Amendment, effective as of May 19, 2020, by the Eleventh Amendment, effective as of June 30, 2020 and by the Twelfth Amendment, dated as of September 29, 2020 (the “Master Purchase and Sale Agreement”), among CARV
MASTER SALE-LEASEBACK AGREEMENTMaster Sale-Leaseback Agreement • November 7th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Arizona
THIS MASTER SALE-LEASEBACK AGREEMENT (this “Agreement”) dated November 3, 2017 (the “Effective Date”), by and between CARVANA, LLC, an Arizona limited liability company, (hereinafter referred to as “Carvana”) and VMRE, LLC, a Delaware limited liability company (hereinafter referred to as “VMRE”) (each a “Party” and, collectively, the “Parties”).
AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • January 27th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations
This Amended and Restated Inventory Financing and Security Agreement (“Agreement”) is effective as of July 27, 2015, and is made by and among the following parties:
FIRST AMENDMENTMaster Purchase and Sale Agreement • March 6th, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
FIRST AMENDMENT dated as of September 14, 2017 (this “Amendment”) to the Amended and Restated Master Purchase and Sale Agreement, dated as of March 6, 2017 (the “Master Purchase and Sale Agreement”), among CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company, as Transferor (the “Transferor”), ALLY BANK, a Utah chartered bank, as a Purchaser (in such capacity, a “Purchaser”), and ALLY FINANCIAL INC., a Delaware corporation, as a Purchaser (in such capacity, a “Purchaser” and, together with Ally Bank, the “Purchasers”).
INVESTMENT AGREEMENT by and between CARVANA CO. and DDFS PARTNERSHIP LP Dated as of December 4, 2017Investment Agreement • December 4th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • December 6th, 2021 • Carvana Co. • Retail-auto dealers & gasoline stations
This Third Amendment to Second Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of December 1, 2021, and is made by and among the following parties:
ContractMaster Purchase and Sale Agreement • January 20th, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
