FORM OF TAX RECEIVABLE AGREEMENT by and among CARVANA CO., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF [●], 2017Tax Receivable Agreement • March 24th, 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, the “Corporate Taxpayer”), Carvana Group, LLC, a Delaware limited liability company (the “Company”), the TRA Holders and the Agent.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 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.
FORM OF EXCHANGE AGREEMENTForm of Exchange 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”).
FORM OF LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2017Limited Liability Company Agreement • March 24th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
