SHORT-TERM COMMON STOCK PURCHASE WARRANT ROOT, INC.Warrant Agreement • October 1st, 2021 • Root, Inc. • Fire, marine & casualty insurance • Delaware
THIS SHORT-TERM COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Carvana Group, LLC, a Delaware limited liability company, or its permitted successors or assigns (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, in whole or in part, at any time on or after the Reference Date (the “Initial Exercise Date”) through 5:00 p.m. (New York City time) on the third (3rd) anniversary of the Reference Date unless earlier terminated as provided herein (the “Termination Date”) but not thereafter, to subscribe for and purchase from Root, Inc., a Delaware corporation (the “Company”), subject to the satisfaction of the Conditions to Exercise, 42,585,140 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A Common Stock, which represents the number of shares of Common Stock that would constitute 12.5% of all issued and outstanding shares of Common Stock on a Fully Diluted basis as of August 11, 2021, as
COMMERCIAL AGREEMENTCommercial Agreement • October 1st, 2021 • Root, Inc. • Fire, marine & casualty insurance • Delaware
THIS COMMERCIAL AGREEMENT (this “Agreement”) is executed to be effective as of October 1, 2021 (the “Effective Date”), by and between Caret Holdings, Inc., on behalf of itself, subsidiaries, and affiliates (the “Company”), Carvana, LLC, an Arizona limited liability Company (“Dealer”), Carvana Insurance Services, LLC, an Arizona limited liability company (“CIS”), and Carvana Group, LLC, a Delaware limited liability company (“Parent” and, collectively with Dealer and CIS, “Carvana”). The Company and Carvana may be collectively referred to as the “Parties,” and individually as a “Party.”
FIRST AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • October 1st, 2021 • Root, Inc. • Fire, marine & casualty insurance
This FIRST AMENDMENT TO THE INVESTMENT AGREEMENT (this “Amendment”), dated as of September 29, 2021, is entered into by and between Root, Inc., a Delaware corporation (the “Company”), and Carvana Group, LLC, a Delaware limited liability company (the “Purchaser”). The Company and the Purchaser are collectively referred to herein as the “Parties” and each, a “Party”.
