NOMINEE AND INDEMNITY AGREEMENT
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).
A. Director has recently been appointed to serve as a member of the board of directors (the Board) of Vroom, Inc., a Delaware corporation (Company);
B. The Company shall compensate Director for his service on the Board in part with periodic grants of awards to acquire shares of the Companys Common Stock, currently in the form of restricted stock units (the Stock Awards);
C. Director is providing and will provide such services to Company solely in his capacity as a representative of Investor, and is subject to a pre-existing, legally binding agreement that requires that any rights, payments, benefits and/or securities delivered to Director by Company relating to Directors services to Company shall be received by Manager on behalf of Director solely for the benefit of Investor;
D. Merely for convenience, Director shall acquire legal title to the Stock Awards;
E. Director will also be paid cash compensation by the Company from time to time in the future in consideration of Directors service on the Board, excluding any amounts paid to Director in reimbursement for expenses incurred to participate in meetings of the Board (Cash Fees);
F. Investor wishes that Director hold the Stock Awards merely as nominee for Investor and that any and all Cash Fees be paid directly to Manager solely for the benefit of Investor;
G. Director agrees to hold the Stock Awards merely as nominee for Investor; and
H. Director agrees that all Cash Fees shall be paid directly to Manager by the Company.
Now, therefore, for good and valuable consideration, the receipt and adequacy of which is acknowledged hereby, the parties hereto agree as follows:
1. Director agrees that Company shall pay the Cash Fees directly to Manager and not to Director.
2. Director agrees that he will hold the Stock Awards merely as nominee for Investor. Director agrees that he has no discretionary duties with respect to any of the Stock