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”).
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
AMENDED AND RESTATED MASTER TRANSFER AGREEMENT between CARVANA AUTO RECEIVABLES 2016-1 LLC as Transferor and SONORAN AUTO RECEIVABLES TRUST 2016-1 DATED AS OF MARCH 6, 2017Master Transfer Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED MASTER TRANSFER AGREEMENT (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) is made as of March 6, 2017, between Carvana Auto Receivables 2016-1 LLC, a Delaware limited liability company (the “Transferor”), and Sonoran Auto Receivables Trust 2016-1 LLC, a Delaware statutory trust (the “Trust”).
FORM OF FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2017Limited Liability Company Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Carvana Group, LLC, a Delaware limited liability company (the “Company”), is entered into as of [●], 2017, by and among the Company, [●, LLC], a Delaware limited liability company (“Carvana Co. Sub”), its Members and Unitholders, and, solely for purposes of Section 3.1(d), 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 • March 31st, 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.
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).
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LEASECarvana Co. • March 31st, 2017 • Retail-auto dealers & gasoline stations
The Parties acknowledge that the following recitals are true and correct and are a material part of this First Amendment (this “Amendment”) to Lease:
TIME SHARING AGREEMENT Dated as of the 22 day of October 2015. among DT Credit Company, LLC, as Lessor, and The Entities Listed on the Signature Page hereto, as Lessees, concerning the aircraft listed on Exhibit A hereto. INSTRUCTIONS FOR COMPLIANCE...Time Sharing Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Arizona
This Time Sharing Agreement (the “Agreement”) is made, effective as of the 22 day of October 2015 (the “Effective Date”), by and among DT CREDIT COMPANY, LLC (“Lessor”), an Arizona limited liability company, and the Entities listed on the Signature Page A hereto (collectively “Lessees” and separately “a Lessee”).
CARVANA, LLC as Seller and DT ACCEPTANCE CORPORATION as Purchaser ORIGINATION AGREEMENTOrigination Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Arizona
This Origination Agreement is effective as of June 1, 2014, by and between Carvana, LLC, an Arizona limited liability company (“Carvana”). as Seller, and DT Acceptance Corporation, an Arizona corporation as successor in interest to DT Acceptance Corporation (“DTAC”), as purchaser.
THIRD AMENDMENT TO AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • March 31st, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations
This Third Amendment to Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of November 9, and is made by and among the following parties:
