DISTRIBUTION AGREEMENTDistribution Agreement • July 19th, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
Carvana Co., a Delaware corporation (the “Company”) confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”) and Moelis & Company LLC (“Moelis”), as agents and/or principals, under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agents”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of up to the greater of (i) shares of Class A Common Stock, $0.001 par value per share (the “Class A Common Stock”) representing an aggregate offering price of up to $1,000,000,000 (the “Maximum Amount”), or (ii) an aggregate number of 35,000,000 shares (the “Maximum Number”) of Class A Common Stock , of the Company, including the issuance of preferred stock purchase rights (the “Rights”) attached to such shares of Class A Common Stock in accordance with the Section 382 Rights Agreement, dated January 16, 2023, between Carvan
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 19th, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of [•], 2023, by and among CARVANA CO. (the “Issuer” or the “Company”), a Delaware corporation, the Guarantors (as defined in Section 1.1) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as Secured Notes Collateral Agent (in such capacity, the “Secured Notes Collateral Agent”).
