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.
SHIFT TECHNOLOGIES, INC. 6.00% Senior Notes due 2025 Fully and Unconditionally Guaranteed by the Guarantors Party Hereto Note Purchase Agreement May 11, 2022Note Purchase Agreement • May 13th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • New York
This Note Purchase Agreement (this “Agreement”) is dated as of May 11, 2022 (the “Closing Date”) and entered into by Shift Technologies, Inc., a Delaware corporation (“Issuer”), each of Issuer’s subsidiaries party hereto (each a “Guarantor” and, collectively, the “Guarantors,” and together with the Issuer, the “Credit Parties”), and SB LL Holdco, Inc. a Delaware corporation, as purchaser (“Purchaser”). Certain capitalized and other terms used in this Agreement are defined in Schedule A.
AMENDED AND RESTATED EQUITY AND ASSET PURCHASE AGREEMENT dated as of May 11, 2022 by and amongEquity and Asset Purchase Agreement • May 13th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Amended and Restated Equity and Asset Purchase Agreement (this “Agreement”), dated as of May 11, 2022, is entered into by and among Shift Technologies, Inc., a Delaware corporation (“Buyer”), Fair Financial Corp., a Delaware corporation (“Fair”), and Fair IP, LLC, a Delaware limited liability company (“Fair IP” and, together with Fair, each a “Seller” and collectively the “Sellers”), and, solely for purposes of Article IV, Article IX and Article X hereof, Cayman Project 2 Limited, a company incorporated under the laws of Cayman Islands (“Softbank”). Buyer, Sellers and SoftBank may each be referred to as a “Party” or collectively as the “Parties.”
