0001193125-26-409064 Sample Contracts

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VROOM AUTOMOTIVE, LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated as of September 30, 2026
Third Amended and Restated Limited Liability Company Agreement • September 30th, 2026 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware

THE MEMBERSHIP INTERESTS AND UNITS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, OFFERED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER SET FORTH HEREIN.

PREFERRED UNIT PURCHASE AGREEMENT
Preferred Unit Purchase Agreement • September 30th, 2026 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware

This PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of September 30, 2026, by and among Vroom Automotive, LLC, a Delaware limited liability company (the “Company”), SPE Holdings 2026-1, a Delaware statutory trust (the “Purchaser”), and solely for the purposes set forth herein, Vroom, Inc., a Delaware corporation (“Vroom Parent”).