UNDERWRITING AGREEMENT between INSURANCE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: March 19, 2019 INSURANCE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
The undersigned, Insurance Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • March 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 19, 2019, is by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) also referred to as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________ __, 2019 by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between INSURANCE ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of March 2019, by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and the subscribers set forth on Schedule A hereto (the “Subscribers”).
SHIFT TECHNOLOGIES, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 27, 2021 4.75% Convertible Senior Notes due 2026Indenture • June 2nd, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • New York
INDENTURE, dated as of May 27, 2021, between Shift Technologies, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SHIFT TECHNOLOGIES, INC. and as Trustee FORM OF INDENTURE Dated as of [________]Shift Technologies, Inc. • March 16th, 2022 • Retail-auto dealers & gasoline stations • New York
Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Securities (as defined below) issued under this Indenture.
March 19, 2019Letter Agreement • March 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 15,065,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commiss
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2020 • Insurance Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2020, by and among Insurance Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of March 2019, by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 19, 2019, is made and entered into by and among each of Insurance Acquisition Corp., a Delaware corporation (the “Company”), Insurance Acquisition Sponsor, LLC, a Delaware limited liability company, and Dioptra Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”) and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 15th, 2021 (the “Effective Date”) by and among the Shift Platform, Inc. (the “Company”) and Oded Shein (the “Executive”), collectively referred to herein as the “Parties.
SHIFT TECHNOLOGIES, INC. RSU AGREEMENT2020 Omnibus Equity Compensation Plan • October 14th, 2020 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AGREEMENT (this “Agreement”), dated _____________, 2020 (the “Date of Grant”), between Shift Technologies, Inc., a Delaware corporation (the “Company”), and Tobias Russell (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2020 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All capitalized terms used herein that are not otherwise defined in this Agreement have the same meaning given to them in the Plan.
Insurance Acquisition Corp. Philadelphia, PA 19104-2870 Attention: Joseph W. Pooler, Jr. Dated: March 19, 2019Insurance Acquisition Corp. • March 25th, 2019 • Blank checks • New York
Insurance Acquisition Sponsor, LLC (“Lender”) hereby agrees to make to Insurance Acquisition Corp. (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • New York
Shift Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers (collectively, the “Initial Purchasers”) listed in Schedule I to the Purchase Agreement (as defined below), for whom J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives, its 4.75% Convertible Senior Notes due 2026 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, dated May 24, 2021 (the “Purchase Agreement”). If a conversion of Notes occurs during the periods and subject to certain conditions set forth in the terms of the Notes, the Company may be required to deliver shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”) to the converting holder. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy the Company’s obligations thereunder, the holders of the Notes will have the
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Voting and Support Agreement (this “Agreement”) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc., a Delaware corporation (“Parent”), (ii) CarLotz, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holders of capital stock and/or securities convertible or exchangeable into capital stock of the Company (collectively the “Voting Parties” and each, a “Voting Party”).
INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • March 16th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations
This Inventory Financing and Security Agreement (this “Agreement”) is effective as of December 9, 2021 (the “Effective Date”), and is made by and among the following parties:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of ________ 2019, by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
Shift Technologies, Inc. San Francisco, California, 94103Letter Agreement • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This letter agreement (“Letter Agreement”), dated as of August 9, 2022 (the “Effective Date”), by and between Shift Technologies, Inc., a Delaware corporation (“Shift”), and TRP Capital Partners, LP (the “Stockholder”), is being delivered in connection with the entry into that certain Agreement and Plan of Merger, dated the date hereof (the “Merger Agreement”), by and among Shift, Shift Remarketing Operations, Inc., and CarLotz, Inc. (“CarLotz”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
SHIFT TECHNOLOGIES, INC. AMENDED AND RESTATED RETENTION BONUS AGREEMENTRetention Bonus Agreement • September 13th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • California
THIS AMENDED AND RESTATED RETENTION BONUS AGREEMENT (this “Agreement”), dated September 7, 2022 (the “Restatement Date”), between Shift Technologies, Inc. (the “Company”) and Oded Shein (the “Employee”), is made to retain the Employee in recognition of his value to the Company in meeting its financial and strategic business objectives by providing the Employee with the opportunity to earn a retention bonus. This Agreement is an amendment and restatement of that certain retention bonus agreement dated June 22, 2022 between the Company and the Employee (the “Original Agreement”), and replaces and supersedes the Original Agreement in its entirety. For the avoidance of doubt, the term “Company” herein shall include any successor entity thereto or any affiliate thereof. In consideration of the mutual promises made herein, and the Employee’s continued employment by the Company in accordance with the terms below, the Employee and the Company agree as follows:
Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 CarLotz, Inc. 3301 West Moore Street Richmond, VA 23230 CarLotz Group, Inc. 3301 West Moore Street Richmond, VA 23230 Re: Amended and Restated Sponsor Letter Agreement...Sponsor Letter Agreement • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This letter (this “Sponsor Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), by and among Shift Technologies, Inc., a Delaware corporation (“Parent”), Shift Remarketing Operations, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CarLotz, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter dated October 21, 2020 (the “Prior Letter Agreement”), from Acamar Partners Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) to the Company and CarLotz Group, Inc., a Delaware corporation (“CarLotz OpCo”). Certain capitalized terms used herein are defined in paragraph 9 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. Pursuant to the Merger Agreement (and subject to the terms and
SHIFT TECHNOLOGIES, INC. RSU GRANT AGREEMENTOmnibus Equity Compensation Plan • May 14th, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AGREEMENT (this “Agreement”), effective as of April 5, 2021 (the “Date of Grant”), between Shift Technologies, Inc., a Delaware corporation (the “Company”), and George Arison (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2020 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. This Agreement is made as a modification of that certain RSU Agreement dated February 2, 2021, between the Company and Grantee (the “Original Agreement”), to reflect the grant of replacement awards that were rescinded and canceled by an amendment to the Original Agreement entered into between the Company and Grantee on the date hereof and amends and restates the version of this Agreement dated as of April 5, 2021. All capitalized terms used herein that are not otherwise defined in this Agreement have the same meaning given to them in the Plan.
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • May 14th, 2019 • Insurance Acquisition Corp. • Blank checks
This Amendment No. 1 to the Letter Agreement (this “Amendment”), entered into as of May 13, 2019, is by and among Insurance Acquisition Corp. (the “Company”) and the security holders, officers and directors of the Company that are signatories hereto.
SHIFT TECHNOLOGIES, INC. RSU GRANT AGREEMENTRsu Grant Agreement • April 6th, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AGREEMENT (this “Agreement”), dated April 5, 2021 (the “Date of Grant”), between Shift Technologies, Inc., a Delaware corporation (the “Company”), and George Arison (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2020 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. This Agreement is made as a modification of that certain RSU Agreement dated February 2, 2021, between the Company and Grantee (the “Original Agreement”), to reflect the grant of replacement awards that were rescinded and canceled by an amendment to the Original Agreement entered into between the Company and Grantee on the date hereof. All capitalized terms used herein that are not otherwise defined in this Agreement have the same meaning given to them in the Plan.
VOTING AGREEMENTVoting Agreement • July 17th, 2020 • Insurance Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of July 1, 2020 by and among Insurance Acquisition Corp., a Delaware corporation (“Parent”), Insurance Acquisition Sponsor, LLC, a Delaware limited liability company (“IAC Sponsor”), Dioptra Advisors, LLC, a Delaware limited liability company (“Dioptra Sponsor” and together with IAC Sponsor, “Sponsor”), Shift Technologies, Inc., a Delaware corporation (“Shift” or the “Company”), and the undersigned Shift stockholders (the “Shift Stockholders” and, together with Sponsor, the “Voting Parties” and each a “Voting Party”).
Shift Technologies, Inc. San Francisco, CA 94103Letter Agreement • May 13th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This letter agreement (“Letter Agreement”), dated as of May 11, 2022 (the “Effective Date”), by and between Shift Technologies, Inc., a Delaware corporation (“Shift”), and Cayman Project 2 Limited, a company incorporated under the laws of Cayman Islands (the “Stockholder”), is being delivered in connection with the consummation of the transactions contemplated by that certain Amended and Restated Equity and Asset Purchase Agreement, dated May 11, 2022 (the “Purchase Agreement”), by and among Fair Financial Corp., Fair IP, LLC (together with Fair Financial Corp., “Fair”), Shift and Stockholder. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 27, 2022 (the “Amendment Effective Date”) by and between Shift Platform, Inc. (the “Company”) and Oded Shein (the “Executive”), collectively referred to herein as the “Parties.”
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2020 • Insurance Acquisition Corp. • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__________], 2020, is made and entered into by and among each of Insurance Acquisition Corp., a Delaware corporation (the “Company”), Insurance Acquisition Sponsor, LLC, a Delaware limited liability company, and Dioptra Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”) and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
SECOND AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • July 18th, 2023 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations
This Second Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of July 14, 2023 (the “Amendment Effective Date”), and is made by and among the following parties (the “Parties”):
SHIFT TECHNOLOGIES, INC. SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • August 8th, 2023 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • California
This Separation and General Release Agreement (the “Agreement”) is entered into by and between Shift Technologies, Inc., a Delaware corporation (the “Company”) and Sean Foy (the “Employee”) (the Company and Employee collectively referred to herein as the “Parties”) as of the last date set forth on the signature page hereto.
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on February 24, 2022 (the “Amendment Effective Date”) by and among Shift Technologies, Inc. (f/k/a Insurance Acquisition Corp.) (the “Company”), Shift Platform, Inc. (f/k/a Shift Technologies, Inc.) (“Shift”) and George Arison (the “Executive”), collectively referred to herein as the “Parties.”
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on February 24, 2022 (the “Amendment Effective Date”) by and among Shift Platform, Inc. (the “Company”) and Jeff Clementz (the “Executive”), collectively referred to herein as the “Parties.”
THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on August 8, 2022 (the “Amendment Effective Date”) by and among Shift Platform, Inc. (the “Company”) and Jeff Clementz (the “Executive”), collectively referred to herein as the “Parties.”
