INDEMNITY AGREEMENTIndemnification Agreement • February 14th, 2019 • Acamar Partners Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2019, by and between ACAMAR PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Acamar Partners Acquisition Corp.Securities Subscription Agreement • November 26th, 2018 • Acamar Partners Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 15, 2018 by and between Acamar Partners Sponsor I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2019 • Acamar Partners Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 21, 2019, is made and entered into by and among Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and Acamar Partners Sponsor I LLC, a Delaware limited liability company (the “Sponsor,” together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 27th, 2021 • CarLotz, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 21, 2021 by and between CarLotz, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2019 • Acamar Partners Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 21, 2019 by and between Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
WARRANT AGREEMENT between acamar partners acquisition corp. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • February 26th, 2019 • Acamar Partners Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 21, 2019, is by and between Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Underwriting AgreementUnderwriting Agreement • February 26th, 2019 • Acamar Partners Acquisition Corp. • Blank checks • New York
Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
AGREEMENT AND PLAN OF MERGER dated as of October 21, 2020 by and among Acamar Partners Acquisition Corp. ACAMAR PARTNERS Sub, INC. and CarLotz, Inc.Merger Agreement • October 22nd, 2020 • Acamar Partners Acquisition Corp. • Blank checks • Delaware
Acamar Partners Acquisition Corp. Miami, Florida 33131Underwriting Agreement • February 12th, 2019 • Acamar Partners Acquisition Corp. • Blank checks
This letter (this “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 Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Deustche Bank Securities Inc., as the representatives (the “Representatives”) of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock
CARLOTZ, INC. INDUCEMENT AWARD STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • May 16th, 2022 • CarLotz, Inc. • Retail-auto dealers & gasoline stations • Delaware
CarLotz, Inc., a corporation organized under the laws of Delaware (the “Company”), 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”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated herein by reference. The Option is being granted as an inducement material to Participant’s entry into employment pursuant to Nasdaq Stock Market Rule 5635(c)(4). The Option is not granted under the Carlotz, Inc. 2020 Incentive Award Plan (the “Plan”) or any other equity plan of the Company but will be subject to the terms and conditions set forth in the Plan, other than Articles 3.1, 7, 8, 9 and 12.3 thereof (the “Excluded Sections”), as if the Option were granted under the Plan; provided that for the avoidance of doubt, the shares of Common Stock subjec
CARLOTZ, INC. Employment AgreementEmployment Agreement • March 31st, 2022 • CarLotz, Inc. • Retail-auto dealers & gasoline stations • California
This Employment Agreement (this “Agreement”), dated as of March 18, 2022, is made by and between CarLotz, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Ozan Kaya (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 12th, 2022 • CarLotz, 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”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 27th, 2021 • CarLotz, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of January 21, 2021 is among Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement dated as of October 21, 2020 (as amended pursuant to amendment No. 1, dated December 16, 2020, the “Merger Agreement”), among the Company, Acamar Partners Sub, Inc., a Delaware corporation (“Merger Sub”), and CarLotz, Inc., a Delaware corporation (“CarLotz”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 9th, 2022 • CarLotz, Inc. • Retail-auto dealers & gasoline stations • Virginia
This Separation and Release Agreement (the “Agreement”) is entered into on April 1, 2022, by and between Daniel Valerian (“Employee”) and CarLotz Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Employment Agreement, entered into as of December 11, 2020, by and between Employee and the Company (the “Employment Agreement”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 26th, 2019 • Acamar Partners Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 21, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and Acamar Partners Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among: SHIFT TECHNOLOGIES, INC., a Delaware corporation; SHIFT REMARKETING OPERATIONS, INC., a Delaware corporation; and CARLOTZ, INC., a Delaware corporation Dated as of August 9, 2022Merger Agreement • August 12th, 2022 • CarLotz, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of August 9, 2022, by and among Shift Technologies, Inc., a Delaware corporation (“Parent”), Shift Remarketing Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and CarLotz, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A. Each of Parent, Merger Sub and the Company is referred to herein as a “Party” and collectively as the “Parties.”
CARLOTZ, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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").
CARLOTZ, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted 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.
ContractSeparation 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.
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 12th, 2022 • CarLotz, 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
INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • March 15th, 2021 • CarLotz, Inc. • Retail-auto dealers & gasoline stations
This Inventory Financing and Security Agreement (“Agreement”) is effective as of 3/10/21 and is made by and among the following parties:
Acamar Partners Acquisition Corp. Miami, Florida 33131 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 26th, 2019 • Acamar Partners Acquisition Corp. • Blank checks
This letter (this “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 Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Deustche Bank Securities Inc., as the representatives (the “Representatives”) of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock
AMENDMENT TO SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 9th, 2022 • CarLotz, Inc. • Retail-auto dealers & gasoline stations
THIS AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (this “Amendment”) is made and entered into on May 5, 2022, by and between CarLotz, Inc., a Delaware corporation (the “Company”), and Daniel Valerian (the “Employee” and, together with the Company, the “Parties”).
Subscription AgreementSubscription Agreement • October 22nd, 2020 • Acamar Partners Acquisition Corp. • Blank checks • Delaware
CONSULTING AGREEMENTConsulting 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”).
ADDENDUM TO INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • March 15th, 2021 • CarLotz, Inc. • Retail-auto dealers & gasoline stations
This Addendum to Inventory Financing and Security Agreement (“Addendum”) forms part of the Inventory Financing and Security Agreement (the “Agreement”) by and among Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), Ally Financial Inc. (collectively, the “Ally Parties”), and CarLotz, Inc., a Delaware corporation (the “Dealership”), dated as of February 25, 2021, and is subject to the terms of the Agreement.
CONSULTING AGREEMENTConsulting 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").
CARLOTZ, INC. Share Option AgreementShare 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.
ContractDemand Promissory 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.
CARLOTZ, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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”).
TO DEMAND PROMISSORY NOTE AND SECURITY AGREEMENTDemand 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:
ACAMAR PARTNERS ACQUISITION CORP.Administrative Support Agreement • February 12th, 2019 • Acamar Partners Acquisition Corp. • Blank checks • New York
This letter agreement by and between Acamar Partners Acquisition Corp. (the “Company”), on the one hand, and Acamar Partners Sponsor LLC (“Sponsor”) and its affiliate, Enso Advisory LLC (“Enso”), on the other hand, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 12th, 2022 • CarLotz, 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 Parent (collectively the “Voting Parties” and each, a “Voting Party”).
STOCKHOLDERS LETTER AGREEMENTStockholders Letter Agreement • October 22nd, 2020 • Acamar Partners Acquisition Corp. • Blank checks • Delaware
This Stockholders Letter Agreement is dated as of October 21, 2020 and is delivered by TRP Capital Partners, LP, a Delaware limited partnership (“TRP”), Michael Bor, Aaron Montgomery and William Boland and the family trusts set forth on Exhibit A (collectively, the “Founders”, and together with TRP, the “Stockholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ADDENDUM TO INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • May 26th, 2021 • CarLotz, Inc. • Retail-auto dealers & gasoline stations
This Addendum to Inventory Financing and Security Agreement, executed by the parties hereto and to be effective as of April 7, 2021, is entered into by and among Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), Ally Financial, a Delaware entity (together with Ally Bank, the "Ally Parties"), and CarLotz Group, Inc., a Delaware corporation. ("Dealership").
