CARVANA CO.

Carvana Group's amended and restated LLC Agreement (the "LLC Agreement") provides for two classes of common ownership interests in Carvana Group, (i) Class A Units and (ii) Class B Units (together, the "LLC Units"). Carvana Co. is required, at all times, to maintain (i) a four-to-five ratio between the number of shares of Class A common stock issued and outstanding by Carvana Co. and the number of Class A Units owned by Carvana Co. and (ii) a four-to-five ratio between the number of shares of Class B common stock owned by the original holders of LLC Units prior to the Company's IPO (the "Original LLC Unitholders") and the number of Class A Units owned by the Original LLC Unitholders. Because the Fifth Amended and Restated Limited Liability Company Agreement of Carvana Group, as amended, requires that any split of the Class A common stock, Class B common stock, or other capital stock of the Company be accompanied by an identical split of the Class A Units, at or immediately prior to the Effective Time, the Company, in its capacity as the indirect manager of Carvana Group, will approve and implement a corresponding five‑for‑one split of the outstanding LLC Units, and make proportionate adjustments to any equity‑based awards or other rights referencing LLC Units or the exchange ratio, in each case pursuant to, and in accordance with, the LLC Agreement and related governing documents. Accordingly, immediately following the Stock Split and the corresponding split of the LLC Units, every four shares of Class B common stock will continue to be associated with five Class A Units, and every five Class A Units will remain exchangeable, together with the cancellation of four shares of Class B common stock, for four shares of Class A common stock (or cash, at the Company’s election), subject to further adjustment as provided in the applicable governing documents. The Company will take all actions necessary to effect the foregoing, and no action by the holders of LLC Units is required to effect the split of LLC Units described herein. If the Certificate Amendment is not filed and the Stock Split does not occur, the corresponding split of LLC Units will not occur.