Assignment of Contracts. The Assignor hereby assigns, sets over and transfers to each Assignee, its successors and assigns, such Assignee’s applicable Pro Rata Portion of the Assignor’s right, title and interest from and after the date hereof in, to and under each of the contracts set forth on [Exhibit A] attached hereto. Each Assignee hereby accepts the foregoing assignment of such Pro Rata Portion of each such contract and assumes all of the Assignor’s obligations with respect to such Pro Rata Portion. For purposes of this Assignment, “Pro Rata Portion” shall mean, with respect to any Assignee, a fraction, # numerator of which is the aggregate indirect equity interest held by such Assignee in Vroom, Inc. and # the denominator of which is the sum of all aggregate indirect equity interests held by all Assignees in Vroom, Inc.

Contracts. Originals, or copies should originals not be available, of all of the Accepted Service Contracts.

Assignment of Contracts. An assignment of Service Contracts in the form of Exhibit F-3 attached hereto (the “Assignment of Contracts”);

Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Purchaser, and Purchaser hereby accepts the following:

Contracts. Seller has not given to, or received from, any other party to a service, management, maintenance, repair, parking, construction, supply and other contracts and equipment leases relating to the ownership and operation of the Premises (the “Contracts”) any written notice of a default. There are no Contracts that will be binding on the Premises (or any portion thereof) or Purchaser after Closing.

Assignor hereby assigns and transfers to Assignee as of the date hereof all of Assignor’s right, title and interest in and to the Construction Contracts described on Exhibit B attached hereto and made a part thereof; provided however, Assignee does not agree to assume any obligation or liability of Assignor under the Construction Contracts, or to any contractor or other counterparty to the Construction Contracts, or otherwise under the Construction Contracts.

Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Purchaser, and Purchaser hereby accepts and assumes the obligations of Seller under the following to the extent arising or accruing on and after the date hereof:

Seller hereby assigns and transfers effective at Closing, to the extent assignable or transferable, or shall otherwise make available, to Purchaser, after Closing, in each case at Purchaser’s sole cost, such rights as Seller may have under any warranty or otherwise with respect to the Aircraft (or any part thereof) made by the manufacturer of the Aircraft (or any part thereof) or by any subcontractor or supplier of such manufacturer, as the case may be, or made by a repair station or supplier in respect to repair or overhaul of the Aircraft (or any part thereof), to the extent that the same exists in favor of Seller and is capable of being assigned, transferred or otherwise made available (collectively, the “Manufacturer Warranties”). Seller hereby authorizes Purchaser, after Closing and at Purchaser’s sole cost, to pursue enforcement of any Manufacturer Warranties in the name of Seller, as appropriate, so long as doing so does not impose any additional costs, liabilities or obligations on Seller, to the extent that such Manufacturer Warranties are not assignable but are in effect at Closing.

Assignment of Contracts. The Assignment of Contracts, executed by Buyer;

Contracts. SYROS shall be responsible for selecting and contracting with the Contract Laboratories engaged to assess the clinical validity of a Clinical Trial Assay or a QIAGEN IVD, subject to QIAGEN’s prior consent which may only be withheld in case QIAGEN has reasonable quality concerns with respect to the performance of such sample testing by such Contract Laboratory.