CARVANA CO. 15,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
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.
Carvana Group, LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 27, 2017Limited Liability Company Agreement • May 3rd, 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 April 27, 2017, 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(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.
EXCHANGE AGREEMENTExchange Agreement • May 3rd, 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 April 27, 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 the signature pages hereto as “Members” (collectively, the “Members” and individually, a “Member”).
TAX RECEIVABLE AGREEMENT by and among CARVANA CO., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF APRIL 27, 2017Tax Receivable Agreement • May 3rd, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 27, 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.
