0001104659-20-135996 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Delaware

This Indemnification Agreement (“Agreement”) is made as of [·], by and between CarLotz, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).

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CARLOTZ, INC. Employment Agreement
Loyalty Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Virginia

This Employment Agreement (this “Agreement”), dated as of December 14, 2020, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Thomas Stoltz (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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CARLOTZ, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of September 18, 2017 (the "Effective Date"), by and between CarLotz, Inc., a Delaware corporation (the "Company"), and William S. Boland (the "Executive").

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CARLOTZ, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT
Notice and Restricted Stock Unit Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Delaware

CarLotz, Inc., a corporation organized under the laws of Delaware (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

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Contract
Separation and General Release Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Virginia

This SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is made and entered into by and between CarLotz, Inc. (the “Company”) and Aaron S. Montgomery (“Executive”). Executive and the Company shall be referred to in this Agreement as the “Parties” or, each separately, a “Party.” This Agreement is dated as of October 21, 2019.

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CONSULTING AGREEMENT
Consulting Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Virginia

This Consulting Agreement (the “Agreement”) is entered into as of October 7, 2020 (the “Effective Date”) by and between CarLotz, Inc., a Delaware corporation (the “Company”), and Aaron Montgomery, an individual residing in the Commonwealth of Virginia (the “Contractor”).

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CONSULTING AGREEMENT
Consulting Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Virginia

This Consulting Agreement (the "Agreement") is entered into as of October 6, 2020 (the "Effective Date") by and between CarLotz, Inc., a Delaware corporation (the "Company"), and William Boland, an individual residing in the Commonwealth of Virginia (the "Contractor").

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CARLOTZ, INC. Share Option Agreement
Share Option Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Delaware

THIS SHARE OPTION AGREEMENT (this “Agreement”) dated as of [DATE] (the “Date of Grant”), by and between CARLOTZ, INC., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Optionee”), is made pursuant and subject to the provisions of the Company’s 2011 Stock Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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Contract
Note and Security Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Indiana

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

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CARLOTZ, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 18, 2017 (the “Effective Date”), by and between CarLotz, Inc., a Delaware corporation (the “Company”), and Michael W. Bor (the “Executive”).

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TO DEMAND PROMISSORY NOTE AND SECURITY AGREEMENT
Demand Promissory Note and Security Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations

IN ACCORDANCE with the Demand Promissory Note and Security Agreement ("Note") between Automotive Finance Corporation ("LENDER") and the undersigned Dealer, said Note incorporated herein by reference, and in consideration of credit and/or services given or to be given to the undersigned by LENDER under the Note, the undersigned and LENDER expressly agree as follows:

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CARLOTZ, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”) is dated as of the _____ day of _______________, 20__ (the “Grant Date”) and between CarLotz, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”).

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CARLOTZ, INC. 2020 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Grant Notice and Stock Option Agreement • December 16th, 2020 • Acamar Partners Acquisition Corp. • Retail-auto dealers & gasoline stations • Delaware

CarLotz, Inc., a corporation organized under the laws of Delaware (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

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