0001690820-18-000109 Sample Contracts

CARVANA CO. CONTRIBUTION AGREEMENT
Contribution Agreement • November 7th, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware

This Contribution Agreement (this “Agreement”) is made and entered into as of November 6, 2018 by and between Carvana Co., a Delaware corporation (the “Company”), and Ernest C. Garcia III (“Mr. Garcia”).

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FIRST AMENDMENT TO MASTER SALE-LEASEBACK AGREEMENT
Master Sale-Leaseback Agreement • November 7th, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations

This First Amendment to the Master Sale-Leaseback Agreement (“Amendment”) is effective as of November 1, 2018, and is made by and between the following parties:

SEVENTH AMENDMENT TO AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT
Inventory Financing and Security Agreement • November 7th, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations

This Seventh Amendment to Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of November 2, 2018, and is made by and among the following parties:

FIRST AMENDMENT
First Amendment • November 7th, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations • New York

FIRST AMENDMENT, dated as of November 2, 2018 (this “Amendment”), to the Master Transfer Agreement, dated as of November 3, 2017 (the “Master Transfer Agreement”), between SONORAN AUTO RECEIVABLES TRUST 2017-1, a Delaware statutory trust (the “Trust”) and CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company (the “Transferor”).

Effective 10/1/2018 this Dealer Agreement Addendum (“Addendum”) attaches to and becomes a part of the Dealer Agreement (“Agreement”) previously entered into between SilverRock Automotive, Inc. and SilverRock Automotive of Florida, Inc. (Collectively...
Dealer Agreement • November 7th, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations

Whereas the parties wish to amend the Agreement for the Dealer’s participation in the Dealer Profit Sharing Program (“Program”).

THIRD AMENDMENT
Third Amendment • November 7th, 2018 • Carvana Co. • Retail-auto dealers & gasoline stations • New York

THIRD AMENDMENT dated as of November 2, 2018 (this “Amendment”) to the Amended and Restated Master Purchase and Sale Agreement, dated as of March 6, 2017, as amended by the First Amendment, dated as of September 14, 2017, by the Second Amendment, dated as of November 3, 2017, and by Omnibus Amendment No. 2 to Basic Documents (Ally-Carvana Flow), dated as of January 4, 2018 (the “Master Purchase and Sale Agreement”), among CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company, as Transferor (the “Transferor”), ALLY BANK, a Utah chartered bank, as a Purchaser (in such capacity, a “Purchaser”), and ALLY FINANCIAL INC., a Delaware corporation, as a Purchaser (in such capacity, a “Purchaser” and, together with Ally Bank, the “Purchasers”).

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