0001104659-23-037120 Sample Contracts

COOPERATION AGREEMENT March 17, 2023
Cooperation Agreement • March 27th, 2023 • Inherent Credit Opportunities Master, Lp • Retail-auto dealers & gasoline stations

Reference is made to the Indenture dated as of February 16, 2022 (the “Indenture”), between Cazoo Group Ltd (the “Company”), as issuer, and U.S. Bank Trust Company, National Association (the “Trustee”), pursuant to which the Company issued $630.0 million aggregate principal amount of 2.00% Convertible Senior Notes due February 16, 2027 (the “Notes”). Capitalized terms used but not otherwise defined in this Cooperation Agreement (this “Agreement”) shall have the meanings assigned to such terms in the Indenture.

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JOINT FILING AGREEMENT
Joint Filing Agreement • March 27th, 2023 • Inherent Credit Opportunities Master, Lp • Retail-auto dealers & gasoline stations

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on this Schedule 13D dated March 27, 2023 (including amendments thereto) with respect to the ordinary shares of Cazoo Group Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such statement.

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