#1Vroom June 2020#2disclaimer This presentation has been prepared by Vroom, Inc. (the "Company") for the exclusive use of the party to whom the Company delivers this presentation (such party, together with its subsidiaries and affiliates, the "Recipient'). The Company has filed a registration a registration statement on Form S-1 (No. 333-238482) (the "Registration Statement"), including a prospectus, with the Securities and Exchange Commission (the "SEC") for the initial public offering of the Company's common stock ("Common Stock) to which this communication relates. The Registration Statement has not yet become effective. The Common Stock may not be sold, nor may offers be accepted, prior to the time the Registration Statement becomes effective. Before you invest, you should read the prospectus in the Registration Statement, including the "Risk Factors" set forth therein, and the other documents that the Company has filed with the SEC for more complete information about the Company and this offering. You can obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus may be obtained from Goldman Sachs & Co. LLC, Allention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at [email protected], BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department or by email at [email protected], Allen & Company LLC, 711 5th Avenue, New York, New York 10022, Attn: Prospectus Department or by email at Allenprospectus@@@allenco.com, or Wells Fargo Securities, Attr: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897or email a request [email protected]. This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. Stalements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the offering, liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects." "plans," "anticipates," "could." "intends," targets." "projects." "contemplates," "believes." "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this presentation are only predictions. We have based those forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, such as the developing situation related to, and uncertainty caused by, the COVID-19 pandemic, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this presentation, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this presentation with the understanding that our actual future results, levels of activity. performance and achievements may be materially different from what we expect. We qualify all of our forward- looking statements by these cautionary statements These forward-looking statements speak only as of the date of this presentation. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this presentation after we distribute this presentation, whether as a result of any new information, future events or otherwise. This presentation includes estimates regarding market and industry data. Unless otherwise indicated, information concerning the industry and the markets in which the Company operates, including its general expectations, market position, market opportunity and market size, are based on management's knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations and other contacts in the markets in which the Company operates. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from internal research, and are based on certain assumptions that management believes to be reasonable. In presenting this information, management has made certain assumptions that management believes to be reasonable based on such data and other similar sources and on the knowledge of, and experience to date in, the markets in which the Company operates. While the Company believes the estimated market and industry data included in this presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Market and industry data are subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of the future performance of the markets in which the Company operates are necessarily subject to uncertainty and risk due to a variety of factors. These and other factors could cause results to differ matorially from those expressed in the estimates made by third parties and by the Company Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates. The content of, or accessibility through, the sources and websites identified herein, except to the extent specifically set forth in this presentation, does not constitute a part of this presentation and are not incorporated herein and any websites are an inactive textual reference only. "Net Promoter Score," or "NPS," refers to our net promoter score, which can range from a low of negative 100 to a high of positive 100, that we use to gauge customer satisfaction. NPS benchmarks can vary significantly by industry, but a score greater than zero represents a company having more promoters than detractors. Our methodology of calculating NPS reflects responses from customers who purchase or sell vehicles and products from us and choose to respond to the survey question. In particular, it reflects responses given between March 1, 2020, and March 31, 2020, and reflects a sample size of 1,409 responses over that period. NPS gives no weight to customers who decline to answer the survey question. Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain other amounts that appear in this presentation may not sum due to rounding. This presentation contains certain supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles ("GAAP). These non-GAAP measures are in addition to, and not a substitute or superior to, measures of financial performance prepared in accordance with GAAP.#3transaction summary issuer ticker/listing shares offered overallotment option filing range use of proceeds expected pricing active bookrunners co-managers Vroom, Inc. VRM / Nasdaq 18,750,000 (100% Primary) 15% (100% Primary) $15-17 General Corporate Purposes Week of June 8, 2020 Goldman Sachs & Co. LLC, BofA Securities, Allen & Company LLC, Wells Fargo Securities Stifel, William Blair, Baird, JMP Securities, Wedbush Securities 3 V Ⓒ2020 Vroom, All rights reserved.#4overview & vision Paul Hennessy Chief Executive Officer 4 V#5OUR MISSION Help People Find Their Drive 5 V © 2020 Vioom. All rights reserved.#6seasoned leadership team driving an exceptional culture patricia moran Chief Legal Officer Greenhill Skadden paulhennessy Chief Executive Officer priceline Booking.com peterscherr Chief Marketing Officer better mortgage AMERICAN EXPRESS jenny watson Chief Experience Officer Expedia Aut Nation dave jones Chief Financial Officer PENSKE Automotive mark roszkowski Chief Revenue Officer Aol. steven gropler Vice President FP&A yodle R.L.Hulett dennis looney Chief Supply Chain Officer HOME PO john caine Chief Conversion Officer kikin priceline denistott Chief People Officer Undertone yodle brian rogers Senior Vice President of Technology INTURN 6 V ©2020 Vroom. All rights reserved.#7a better way to buy & sell vehicles price selection customer experience and service buyers Competitive Market-Based Price Transparency Thousands of Units of Inventory High Quality, Vroom-Conditioned Vehicles Frictionless Ecommerce Contact-Less at Home Delivery 7-Day / 250 Mile Return Policy sellers Real-Time Offer No High-Pressure Sales Tactics. On-Demand Appraisals on Every Vehicle Ease of Use Fast Vehicle Information Input Convenient, Contact-Less at Home Vehicle Pick-Ups 7 V © 2020 Vroom, All rights reserved.#8vroom has successfully delivered compelling growth ecommerce units 121% CAGR Growth Jan 2019 - Apr 2020 998 Jan 937 Feb 1,252 1,174 1,257 1,425 Mar Apr May Jun 1,790 Jul 2019 1,971 Aug 1,802 1,960 2,089 Sep Oct Nov 2,290 Dec 2,751 Jan 2,408 Feb 2,771 Mar 2020 2,880 Apr 8 V Ⓒ2020 Vroom, All rights reserved.#9accelerating consumer adoption of auto ecommerce increased focus on car ownership and ecommerce coronavirus is accelerating already powerful trends Open to Buying a Car Online 32% Before COVID-19 61% After COVID-19 93% ROAD SHOW March 24, 2020 4:24 p.m. PT cons.com Using personal vehicles more CHH BUSINESS 40% Coronavirus has people changing their minds about ride-hailing, study says Considering buying a car Ride-Sharing Drops, Online Car Shopping Increases in Coronavirus' Wake Auto dealers are closed. Sales have plunged. Online sales are now the industry's best hope Car-buying will never be the AXIOS Apr 17, 2020-Economy & Business same after coronavirus Note: Personal vehicle preference data based on Cars.com survey conducted on 25-Mar-2020, Consumer preference of ecommerce per CarGurus COVID-19 Sentiment Survey conducted in April 2020. ⁹ V 2020 Vroom, All rights reserved.#10investment highlights market value proposition business model leadership competitive differentiation path forward Massive and Ripe for Disruption, Supports Multiple Winners Frictionless Ecommerce, Data Obsessed, National Scale Scalable, Asset-light, and Flexible Experienced and Culture Builders Difficult to Replicate at Scale Significant Runway for Growth and A Clear Path to Profitability 10 V ©2020 Vroom, All rights reserved.#11massive market barely penetrated by ecommerce... market size by industry $841B Used Auto $683B $636B Grocery New Auto $385B Home Improvement $359B $267B $118B Personal Apparel Furniture Care Source: U.S. Consus, Edmunds, Digital360. New and Used auto industry size calculated from 2019 total units sold and average selling price according to Edmunds. Note: Market size as of 2019. Used auto ecommerce penetration as of 2018 and total retail ecommerce penetration as of 2019. ecommerce penetration 16.0% Total Retail 0.9% Used Auto 11 V Ⓒ2020 Vroom, All rights reserved.#12...and ripe for disruption given high fragmentation and high degree of consumer dissatisfaction Peer-to- Peer 50% CarMax <2% 40m units Top 100 Dealers 9% Remaining -42K Dealers 41% Source Cox Automotive, Automotive News Bonell Associates, Dealersocket and Gallup-poll Note: Fragmentation data as of 2018 the status quo High Dissatisfaction 81% Dissatisfaction in the Car Buying Process Low Trust 9% Trust the Profession of Car Salespeople 12 V ©2020 Vroom. All rights reserved.#13we offer an exceptional experience unrivaled by existing competition inventory coverage area user experience test drive experience physical presence proprietary data vroom Thousands National ■ ■ H ■ Frictionless Ecommerce Personalized and intuitive Enormous inventory selection Accessible at any time 7-day / 250 mile at home test-drive Asset-light approach with third-party partnerships and a sole physical store V traditional dealers 100-230 per lot Localized • Limited selection Lack of transparency High pressure sales tactics Inconvenient hours H Brief test-drive around dealership Only physical presence X peer to peer Localized ■ ■ Home visits by strangers Lack of security (payments and identity) Difficulty researching available vehicles Lack of verified vehicle condition Brief test-drive with the seller Only physical presence X 13 V Ⓒ2020 Vroom, All rights reserved.#14what powers vroom's approach ecommerce Personalized Intuitive Interface Nationwide Delivery VVTOOM vehicle operations Scalable Integrated Asset-light data science & experimentation Fine-tuned Supply Operating Leverage Drives Optimization 14 V © 2020 Vroom. All rights reserved.#15we provide a frictionless, vertically integrated ecommerce platform the buying journey the selling journey Choose Your Car Tell Us About Your Vehicle Choose How to Pay Get Your Guaranteed Offer Value-Added Products Accept Your Offer Meet Your New Car Look Out for Your Check what comes next? Streamline the Transaction Process Invest in Mobile Experiences Strengthen Customer Engagement 15 V Ⓒ2020 Vioom, All rights reserved.#16our ecommerce platform is supported by a relentless focus on data science & experimentation... analyze market dynamics at scale millions Of Data Points Added Daily 40+ Data Scientists calibrate national price National price based on traits of the VIN and comparables model sales velocity Create model for sales velocity based on national price machine learning-based forecasting Algorithms forecast sales out 60 days to within 2% margin of error 16 V Ⓒ2020 Vroom, All rights reserved.#17we strategically source our inventory to continue to improve unit economics dealer/rental acquisitions consumer Consumer Traffic to Vroom.com 36% of retail units sold acquired from consumers Continues to expand and generate higher margins as well as lower inventory days to sale Note: % of total acquisitions from consumers as of Q1 2020 JAGUAR fair HONDA Chase A CHEVROLET ACURA RAM SUBARU Direct INFINITI TOYOTA LEXUS Santander Jeep (FIAT DOOGE auction Manheim ADESA SmartAuction 17 V © 2020 Vroom, All rights reserved.#18...and backed by a strong national brand and penetration Vroom's strong national brand presence has resulted in strong geographic distribution of sales Click. Buy. Get In. Vroom get in Vroom Note: Total deliveries shown for deliveries made in 2010 Vroom Total Deliveries > 250 150-250 100-150 50-100 1-50 18 V © 2020 Vroom. All rights reserved.#19data-driven marketing platform drives leverage We are focused on brand development to drive awareness and trust with the consumer, while at the same time reducing our CPAS through a fine-tuned performance marketing and sales funnel brand marketing performance marketing national sales marketing tech platform Data-driven approach A/B testing Scalable Technology architecture +2x Increase in brand leads between Q1 2019 and Q1 2020 19 V ©Ⓒ2020 Viroom, All rights reserved.#20asset-light strategy provides flexibility, agility & speed A distributed reconditioning network has shown valuable efficiency gains made possible by a multi-node factory network strategy, supporting growth with efficient logistics and last mile solutions vrc distribution total reconditioning capacity Current Vreem VBC Current Third Party VIC Total Dealership Industry Sales ($) ●$105-120 ●005-100 ●00100 $41-60 $21-40 90-420 Note: VRC network shown as of April 30, 2020 Total Dealership industry Sales represent all dealership sales tauto and commercial as of 2018. Third-Party VRC Vroom VRC 235 units / day 95 140 Mar-2019 326 units / day 186 140 Mar-2020 20 V © 2020 Vroom, All rights reserved.#21value-added products enhance customer value proposition 2 value-added products are fulfilled through close third-party partner relationships finance solutions Arranges Vehicle 1 Financing Through Leading Auto Financial Services Providers Preferred Lending Relationships Provide Improved Economics and Customer Experience Vroom apply for financing with vroom value-added products 1 Vroom Protect 2 Guaranteed Asset Protection 3 Tire & Wheel LD 21 V Ⓒ2020 Vroom, All rights reserved.#22our approach is asset-light and flexible physical retail location reconditioning network logistics network no consumer credit risk no long-term debt TDA (Houston Superstore) Partnership / Owned Partnership / Owned 22 V Ⓒ2020 Vroom, All rights reserved.#23significant runway for growth vehicle inventory Curate optimal inventory that matches market demand signals and expands our offerings Click. Buy. Get In. Vroom marketing Invest in brand and performance marketing to identify, attract and convert new customers at lower cost customer experience Improve the consumer experience through developments in the ecommerce platform conversion Sales conversion, an output of the acceleration of every point on the growth flywheel, drives revenue growth 23 V Ⓒ2020 Vroom. All rights reserved.#24clear path to profitability vehicle acquisition Improve our ability to acquire the right vehicle at the right price across all our sourcing channels reconditioning Combine the use of Vroom VRCs with dispersed third-party VRCS to meet growing reconditioning needs. value-added products Increase attachment rates on existing value-added products and add new products logistics Optimize our logistics network and strategically expand our proprietary logistics operations 24 V Ⓒ2020 Vroom, All rights reserved.#25financial overview Dave Jones Chief Financial Officer Steven Gropler Vice President FP&A 25 V ©200 Vroom served#26financial highlights Robust Growth at Scale Improving Unit Economics Agile Asset-Light Model Multiple Levers to Accelerate Growth and Profitability No Long-Term Debt, Clean Capital Structure and Corporate Governance 26 V Ⓒ2020 Vroom, All rights reserved.#27accelerating ecommerce growth ecommerce units sold 3,187 20% Q1 3,856 88% Q2 5,563 111 % 2019 Q3 6,339 139 % Q4 7,930 149 % Q1 2020 % YoY Growth $90 12 % Q1 ecommerce revenue ($m) $121 89 % Q2 $178 129 % 2019 Q3 $199 151 % Q4 $233 160 % Q1 2020 27 V ©Ⓒ2020 Viroom, All rights reserved.#28increasing inventory & accelerating consumer traffic vehicles available for sale average monthly unique visitors +1.7x +2.3x 2,963 Q1 2019 5,107 Q1 2020 411,489 Q1 2019 947,014 Q1 2020 28 V Ⓒ2020 Vroom, All rights reserved.#29ecommerce unit economics summary Sales Price - Acquisition Price + Delivery Fees and Doc Fees - Inbound Shipping Cost Reconditioning Cost = Vehicle Gross Profit per Unit + Financing GPPU + Value-Added Product GPPU = Product Gross Profit per Unit Total Ecommerce GPPU Vehicle Selling Price Vehicle Acquisition Cost Delivery and Document Fees Received from Customer Cost of Shipment to Reconditioning Center Spend on Mechanical & Cosmetic Reconditioning to Bring Vehicle Ready for Sale Bank Fees Earned from Arranging Customer Financing Fees Earned from Sale of Protection Products (Gap, Warranty, Tire & Wheel Coverage) Reported KPI 29 V Ⓒ2020 Vroom, All rights reserved.#30accelerating ecommerce growth 3,187 20% Q1 ecommerce units sold 3,856 88% Q2 5,563 111 % 2019 6,339 139 % Q4 7,930 149 % Q1 2020 % YoY Growth $90 12% Q1 ecommerce revenue ($m) $121 89 % Q2 $178 129 % 019 Q3 $199 151 % $233 160 % Q1 2020 30 V Ⓒ2020 Vroom, All rights reserved.#31q1 20: unit growth and gppu improvement Ecommerce Units Sold 3,187 $ 1,806 385 1,421 Q1 3,856 $ 1,892 618 1,274 Q2 2019 Vehicle GPPU 5,563 $ 1,577 648 929 Q3 Product GPPU 6,339 $1,626 616 1,010 Q4 7,930 $ 1,799 954 845 Q1 2020 31 V Ⓒ2020 Vroom, All rights reserved.#32key drivers in accelerating path to profitability q1 2020 actual key drivers vehicle gppu product gppu ecommerce gppu gaap operating margin $845 $954 $1,799 (10.9)% 1 200k unit I target $1,900 -2,000 $1,000-1,100 $2,900-3,100 2.0-3.0% 1 Vehicle Acquisition Optimized sourcing channels, automated pricing, accelerated inventory turns Inbound Shipping Buying and routing algorithms unlocking network efficiency Reconditioning Customer disclosure aligned with reconditioning standards Finance Preferred lending relationships at more attractive economics Value-Added Products New products and continued improvement in attach rates Outbound Shipping Geographic merchandising and strategic agreements with national carriers Marketing Increased brand awareness and more efficient performance marketing Operating Leverage Asset-light network and ecommerce platform driving economies of scale 32 V Note: Long-term target units exclude wholesale units, Estimates for future periods and long term targets are the company's goals and should not be viewed as a guaranty of future performance or guidance Actual results may differ and much differences may be material ©2020 Vroom. All rights reserved.#33% of Total Revenue long-term target model Ecommerce GPPU Gross Profit Marketing Labor GAAP Operating Income Depreciation & Amortization Capital Expenditures 2019 actual $1,696 4.9% 4.2% 6.1% (11.2)% 0.5% 0.5% q1 2020 actual $1,799 4.9% 4.8% 5.4% (10.9)% 0.3% 0.6% 200k unit target $2,900 - 3,100 12.0 – 13.0% 2.0 - 3.0% 2.5 - 3.5% 2.0 - 3.0% 0.2 - 0.3% 0.4-0.5% Note: Long-term largel units exclude wholesale units. Estimates for future periods and long term targets are the company's goals and should not be viewed as a guaranty of future performance or guidance. Actual results may differ and such differences may be material. Imunit target $3,100 - 3,200 14.0-15.0% 1.0 - 1.5% 1.5-2.5% 7.0 - 10.0% 0.1-0.2% 0.1-0.2% 33 V Ⓒ2020 Vroom, All rights reserved.#34improving gross profit profile as ecommerce scales units sold gross profit ($m) 11,787 5,230 3,370 3,187 Q1 12,044 5,396 2,792 3,856 Q2 2019 14,265 14,064 5,420 4,151 3,282 5,563 Q3 3,574 6,339 Q4 Ecommerce 15,650 4,685 Q1 '19 Q1 '20 Growth 33% 3,035 7,930 Q1 2020 TDA (10)% (10)% 149% Wholesale $12.0 5.1% Q1 WholeCo $13.8 5.3% Q2 2019 $15.7 4.6% Q3 $16.3 4.6% Q4 % Gross Profit Margin $18.4 4.9% Q1 2020 34 V © 2020 Vroom, All rights reserved.#35investment highlights market value proposition business model leadership competitive differentiation path forward Massive and Ripe for Disruption, Supports Multiple Winners Frictionless Ecommerce, Data Obsessed, National Scale Scalable, Asset-light, and Flexible Experienced and Culture Builders Difficult to Replicate at Scale Significant Runway for Growth and A Clear Path to Profitability 35 V ©2020 Vroom. All rights reserved.