SHIFT TECHNOLOGIES, INC. RSU AGREEMENTRsu Agreement • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2020 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on October 13, 2020, effective as of the effective time of the Merger (as defined below) (the “Effective Date”) by and among the Company (as defined below), Shift Platform, Inc. (f/k/a Shift Technologies, Inc.) (“Shift”) and George Arison (the “Executive”), collectively referred to herein as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2020 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”),dated as of October 13, 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, Dioptra Advisors, LLC, a Delaware limited liability company and INSU PIPE Sponsor, LLC (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”).
Shift Technologies, Inc. f/k/a Insurance Acquisition Corp. San Francisco, CA 94103 Ladies and Gentlemen:Letter Agreement • October 14th, 2020 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This letter agreement (“Letter Agreement”), by and among Shift Technologies, Inc., a Delaware corporation formerly known as Insurance Acquisition Corp. (the “Company”), certain former stockholders of Shift Technologies, Inc., a Delaware corporation (“Shift”), identified on the signature pages hereto, who are stockholders of the Company (the “Stockholders”), is being delivered concurrently with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated June 29, 2020 (the “Merger Agreement”), by and among the Company, IAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Shift. Pursuant to the Merger Agreement, Merger Sub is being merged with and into Shift (the “Merger”) and, in connection therewith, the stockholders of Shift are receiving as consideration in the Merger shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). Exhibit A hereto sets forth t
ContractLetter Agreement • October 14th, 2020 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations
As you know, Shift Technologies, Inc. (the “Company”) is being merged (the “Merger”) with and into IAC Merger Sub, Inc. pursuant to that certain Merger Agreement dated as of June 29, 2020, by and between Shift Technologies, Inc., Insurance Acquisition Corp. and IAC Merger Sub, Inc. (the “Merger Agreement”), pursuant to which the Company will be the surviving entity and will be a wholly owned subsidiary of Insurance Acquisition Corp.
Insurance Acquisition Sponsor, LLC Dioptra Advisors, LLC Philadelphia, PA 19104 Ladies and Gentlemen:Letter Agreement • October 14th, 2020 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This letter agreement (“Letter Agreement”), by and between Shift Technologies, Inc., a Delaware corporation formerly known as Insurance Acquisition Corp. (the “Company”), on the one hand, and Insurance Acquisition Sponsor, LLC, a Delaware limited liability company (“IAC Sponsor”), and Dioptra Advisors, LLC, a Delaware limited liability company (“Dioptra Sponsor” and together with IAC Sponsor, “Sponsor”), on the other hand, is being delivered concurrently with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated June 29, 2020, by and among the Company, IAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Shift Technologies, Inc., a Delaware corporation.
ContractBonus Agreement • October 14th, 2020 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations
As you know, Shift Technologies, Inc. (the “Company”) is being merged (the “Merger”) with and into IAC Merger Sub, Inc. pursuant to that certain Merger Agreement dated as of June 29, 2020, by and between Shift Technologies, Inc., Insurance Acquisition Corp. and IAC Merger Sub, Inc. (the “Merger Agreement”), pursuant to which the Company will be the surviving entity and will be a wholly owned subsidiary of Insurance Acquisition Corp.
