CARVANA CO. [ ] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • New York
TAX RECEIVABLE AGREEMENT by and among CARVANA CO., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF [●], 2017Tax Receivable Agreement • April 11th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 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.
Carvana Group, LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2017Limited Liability Company Agreement • April 11th, 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.
FOURTH AMENDMENT TO AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing And • April 11th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations
This Fourth Amendment to Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of March 31, 2017, and is made by and among the following parties:
