VROOM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2020 between Vroom, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Vroom, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • September 8th, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations • New York
Vroom, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (the “Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
VROOM, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 18, 2021 0.750% Convertible Senior Notes due 2026Indenture • June 21st, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • New York
INDENTURE, dated as of June 18, 2021, between Vroom, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
VROOM, INC. Common Stock ($0.001 par value) Having an Aggregate Offering Price of up to Equity Distribution AgreementTerms Agreement • December 1st, 2023 • Vroom, Inc. • Retail-auto dealers & gasoline stations • New York
Vroom, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Virtu Americas LLC (“Virtu”) (the “Manager”)
VROOM, INC. 2020 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Grant Notice And • August 8th, 2022 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
Vroom, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
VFS NEAR PRIME TRUST I, as Borrower, UNITED AUTO CREDIT CORPORATION, as Servicer and Custodian, [***], as Paying Agent, the LENDERS from time to time parties hereto, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative AgentWarehouse Agreement • May 10th, 2024 • Vroom, Inc. • Retail-auto dealers & gasoline stations • New York
This Warehouse Agreement, dated as of November 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and among VFS Near Prime Trust I, a Delaware statutory trust, as borrower (the “Borrower”), United Auto Credit Corporation, a California corporation (“UACC”), as servicer (in such capacity, the “Servicer”) and as custodian (in such capacity, the “Custodian”), [***], as paying agent (in such capacity, the “Paying Agent”), the lenders from time to time parties hereto (the “Lenders”), and Fifth Third Bank, National Association, as administrative agent for the Lenders and as agent for the Secured Parties (as defined herein) (the “Administrative Agent”).
NOMINEE AND INDEMNITY AGREEMENTNominee and Indemnity Agreement • September 8th, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Nominee and Indemnity Agreement (“Agreement”) is entered into as of September 1, 2020, among Catterton Management Company, L.L.C. (“Manager”) as investment manager of CGP2 Lone Star, LP. (“Investor”) and Michael Farello (“Director”).
AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTAgreement • November 7th, 2022 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Amended and Restated Inventory Financing and Security Agreement (“Agreement”) is effective as of November 4, 2022 (the “Effective Date”), and is made by and among the following parties:
Re: Amendment to Compensation ArrangementsLetter Agreement • March 13th, 2024 • Vroom, Inc. • Retail-auto dealers & gasoline stations
You are receiving this letter (“Letter Agreement”) because the Compensation Committee of the Board of Directors of Vroom, Inc. (the “Company”) has determined to modify the terms of your compensation package with the Company, including as relates to your outstanding restricted stock unit awards previously granted to you by the Company under the Company’s 2020 Incentive Award Plan (the “Plan”) which are scheduled to vest in 2024, 2025 and 2026 and set forth on Exhibit A (the “RSUs”). This Letter Agreement serves as an amendment to the restricted stock unit award agreement(s) evidencing the RSUs (the “RSU Agreements”) as well as a notice of certain changes to the Amended and Restated Vroom, Inc. Executive Severance Plan (as may be amended from time to time, the “Severance Plan”), subject to the terms and conditions of this Letter Agreement.
ASSIGNMENT OF CONTRACTSAssignment of Contracts • August 11th, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
This ASSIGNMENT OF CONTRACTS (this “Assignment”), dated as of July 29, 2021, is entered into by and between (i) CGP2 Lone Star, LP (the “Assignor”), and (ii) Catterton Growth Partners II, L.P., Catterton Growth Partners II Offshore, L.P., L Catterton Growth Partners III, L.P. and L Catterton Growth Partners Offshore III, L.P. (the entities set forth in this clause (ii), collectively, the “Assignees”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 13th, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
RESTRICTED STOCK UNIT AGREEMENT, dated as of [XX], 2020 (this “Agreement”), by and between Vroom, Inc., a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”).
Re: Amendment to Compensation ArrangementsLetter Agreement • March 13th, 2024 • Vroom, Inc. • Retail-auto dealers & gasoline stations
You are receiving this letter (“Letter Agreement”) because the Compensation Committee of the Board of Directors of Vroom, Inc. (the “Company”) has determined to modify the terms of your compensation package with the Company, including as relates to your outstanding restricted stock unit awards previously granted to you by the Company under the Company’s 2020 Incentive Award Plan (the “Plan”) which are scheduled to vest in 2024, 2025 and 2026 and set forth on Exhibit A (the “RSUs”). This Letter Agreement serves as an amendment to the restricted stock unit award agreement(s) evidencing the RSUs (the “RSU Agreements”) as well as a notice of certain changes to the Amended and Restated Vroom, Inc. Executive Severance Plan (as may be amended from time to time, the “Severance Plan”) and the Company’s offer of a one-time cash retention bonus opportunity to you in consideration of your continued service to the Company, subject to the terms and conditions of this Letter Agreement.
RETAIL RECONDITIONING SERVICES AGREEMENT BY AND BETWEEN MANHEIM REMARKETING, INC D/B/A MANHEIM RETAIL SOLUTIONS AND LEFT GATE PROPERTY HOLDING, LLC D/B/A VROOM DATED AS OF MAY 20, 2020Retail Reconditioning Services Agreement • June 1st, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
In the event that either Party has provided a notice of termination pursuant to Section 9.2(a) of the Agreement, the Parties will review the [***] and work in good faith to establish an appropriate [***].
VROOM, INC. EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 18th, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 21st day of November, 2019, by and among VROOM, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
THIRD AMENDMENT TO LEASE AGREEEMENTLease Agreeement • March 3rd, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Texas
This THIRD AMENDMENT TO LEASE AGREEEMENT (the “Third Amendment”) is made and entered into effective as of January 28, 2021, by and between Sohani Heritage Trust ("Lessor") and Left Gate Property Holding, LLC d/b/a Texas Direct Auto ("Lessee").
SECOND AMENDMENT TO AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • March 13th, 2024 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Second Amendment to Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of January 19, 2024 (the “Amendment Effective Date”), and is made by and among the following parties:
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MEADOWS PLACE, TEXAS AND LEFT GATE PROPERTY HOLDING, INC. d/b/a TEXAS DIRECT AUTODevelopment Agreement • June 1st, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Texas
This Development Agreement (the “Agreement”) is made and entered into as of the 28th day of June, 2011, by THE CITY OF MEADOWS PLACE, TEXAS (the “City”), a general law municipality in Fort Bend County, Texas, acting by and through its governing body, the City Council; and LEFT GATE PROPERTY HOLDING, INC. d/b/a TEXAS DIRECT AUTO (the “Developer”).
LEASE AGREEMENTLease Agreement • June 1st, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations
THIS LEASE AGREEMENT (the “Lease”) is made and entered into this 21 day of May, 2011, by and between Beechnut FEC LLC, hereinafter referred to as Lessor, and Left Gate Property Holding, Inc., d/b/a Texas Direct Auto, a Texas corporation, hereinafter referred to as Lessee.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 3rd, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT OF LEASE AGREEMENT (“First Amendment”) is made hereto by and between SOHANI HERITAGE TRUST (hereinafter called “Lessor”) and VROOM, INC. as successor to LEFT GATE PROPERTY HOLDING, INC d/b/a TEXAS DIRECT AUTO (hereinafter called “Lessee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • July 1st, 2022 • Vroom, Inc. • Retail-auto dealers & gasoline stations • New York
This Separation Agreement and Release (“Agreement”) dated as of June 30, 2022 is by and between Mark E. Roszkowski (the “Undersigned” or “Executive”) and Vroom, Inc. (the “Company”). This Agreement refers to the Company and the Executive as the “Parties” and to the Amended and Restated Vroom, Inc. Executive Severance Plan, Amended and Restated on May 20, 2022 as the “Severance Plan.” The Executive and the Company have mutually agreed to his separation from service as an officer and employee of Vroom and its Affiliates on the terms set forth below:
AGREEMENT AND PLAN OF MERGER by and among VROOM, INC., VROOM FINANCE CORPORATION, Unitas Holdings Corp. and FORTIS ADVISORS LLC (solely in its capacity as the Equityholders’ Representative) Dated as of October 11, 2021Agreement and Plan of Merger • October 12th, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 11, 2021, is made by and among Vroom, Inc., a Delaware corporation (“Parent”), Vroom Finance Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), Unitas Holdings Corp., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the equityholders’ representative (the “Equityholders’ Representative”).
David Jones Dear David:David Jones • September 13th, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • New York
This agreement (“Agreement”) confirms our discussions concerning your transition and separation from Vroom, Inc. (the “Company”). This Agreement refers to the Company and you as the “Parties” and to the Vroom, Inc. Executive Severance Plan as the “Severance Plan”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 8, 2016 (the “Effective Date”), is entered by and between Vroom, Inc., a Delaware corporation (the “Company”), and Paul J. Hennessy (the “Employee”).
Customer Experience Management AgreementExperience Management Agreement • June 1st, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations • New York
This Customer Experience Management Agreement (“Agreement”), is entered into this 17th day of April, 2020 (the “Effective Date”), by and between Left Gate Property Holding LLC, a Texas limited liability company, d/b/a Texas Direct Auto or Vroom, with its principal place of business located at 1375 Broadway, 11th Floor, New York, NY 10018 (“Vroom”), and Rock Connections LLC, a Michigan limited liability company with its principal place of business located at 660 Woodward Ave, 5th Floor, Detroit, MI 48226 (“Rock”). Vroom and Rock are each sometimes referred to herein as a “Party” and, together, the “Parties”.
FIRST AMENDMENT TO AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • August 8th, 2023 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This First Amendment to Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of August 1, 2023, and is made by and among the following parties:
FOURTH AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • March 1st, 2022 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Fourth Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of February 24, 2022, and is made by and among the following parties:
SECOND AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • November 12th, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Second Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of October 1, 2020, and is made by and among the following parties:
AMENDMENT TO LEASE AGREEMENTLease Agreement • March 3rd, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations
THIS AMENDMENT TO LEASE AGREEMENT (hereinafter called the "Amendment") is made and entered into effective as of January 3, 2019, by and between Beechnut FEC LLC ("Lessor"), and Vroom, Inc. (hereinafter called "Lessee").
SECOND AMENDENT TO LEASE AGREEEMENTLease Agreeement • March 3rd, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Texas
This SECOND AMENDMENT TO LEASE AGREEEMENT (the “Second Amendment”) is made and entered into effective as of April 28th, 2020, by and between Sohani Heritage Trust (“Lessor”) and Vroom, Inc., as successor to Left Gate Property Holdings, Inc. d/b/a Texas Direct Auto (“Lessee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 3rd, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Assignment and Assumption Agreement, ("Assignment Agreement"), dated effective as of August 17, 2020 (“Effective Date”), is between Left Gate Property Holding LLC, a Texas limited liability company d/b/a Texas Direct Auto or Vroom, with its principal place of business located at 1375 Broadway, 11th Floor, New York, NY 10018 (“Vroom”), Rock Connections LLC, a Michigan limited liability company, having an office at 1900 St. Antoine Street, Detroit, Michigan 48226 ("Assignor") and Rocket Auto LLC, a Michigan limited liability company, having an office at 1900 St. Antoine Street, Detroit, Michigan 48226 ("Assignee").
THIRD AMENDMENT TO LEASE AGREEEMENTLease Agreeement • March 3rd, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Texas
This THIRD AMENDMENT TO LEASE AGREEEMENT (the “Third Amendment”) is made and entered into effective as of February 2, 2021, by and between Beechnut FEC LLC ("Lessor") and Left Gate Property Holding, LLC d/b/a Texas Direct Auto ("Lessee").
AGREEMENT OF TERMINATION OF AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT AND CREDIT BALANCE AGREEMENTAgreement of Termination • March 13th, 2024 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Agreement of Termination of Amended and Restated Inventory Financing and Security Agreement and Credit Balance Agreement (“Termination Agreement”) is effective as of March 12, 2024 (the “Effective Date”), and is made by and among the following parties:
THIRD AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • December 20th, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This Third Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of December 16, 2021, and is made by and among the following parties:
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 3rd, 2021 • Vroom, Inc. • Retail-auto dealers & gasoline stations • Delaware
RESTRICTED STOCK UNIT AGREEMENT, dated as of [Date] (this “Agreement”), by and between Vroom, Inc., a Delaware corporation (the “Company”), and [Employee Name] (the “Participant”).
FIRST AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • August 13th, 2020 • Vroom, Inc. • Retail-auto dealers & gasoline stations
This First Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of June 19, 2020 (the “Effective Date”), and is made by and among the following parties:
