CGP2 Managers, L.L.C. → Vroom, Inc. VRMWW

On January 14, 2025, the Issuer emerged from the prepackaged Chapter 11 case it voluntarily filed in the U.S. Bankruptcy Court for the Southern District of Texas, and the Plan became effective. Under the Plan, the Issuer adopted an Amended and Restated Certificate of Incorporation, which effected an automatic conversion of the outstanding Common Stock at a ratio of 1-for-5 (the "Bankruptcy Emergence Issuance Adjustment.") Pursuant to the Bankruptcy Emergence Issuance Adjustment, (i) Cumulus was issued 21,937 shares of the Issuer's new common stock ("New Common Stock"), and (ii) Accelerator was issued 795 shares of the Issuer's New Common Stock. In addition, warrants to purchase shares of New Common Stock ("Warrants") were issued at an exercise price equal to $60.95. Cumulus was issued 21,937 Warrants, and Accelerator was issued 795 Warrants.