0001213900-21-020242 Sample Contracts

SHIFT TECHNOLOGIES, INC. RSU GRANT AGREEMENT
Rsu 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2021, between the Company and Grantee (the “Original Agreement”), to reflect the grant of replacement awards that were rescinded and canceled by an amendment to the Original Agreement entered into between the Company and Grantee on the date hereof.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.

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SHIFT TECHNOLOGIES, INC. AMENDMENT TO RSU AGREEMENT
Rsu Agreement • April 6th, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations

THIS AMENDMENT (this “Amendment”) is made to that certain RSU Agreement dated February 2, 2021, between Shift Technologies, Inc., a Delaware corporation (the “Company”), and Tobias Russell (“Grantee”) (the “RSU Agreement). This Amendment is effective April 5, 2021 (the “Amendment Effective Date”). All capitalized terms used herein that are not otherwise defined have the same meaning given to them in the Plan or the RSU Agreement, as applicable.

SHIFT TECHNOLOGIES, INC. RSU AGREEMENT
2020 Omnibus Equity Compensation Plan • 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 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. 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2021, between the Company and Grantee (the “Original Agreement”), to reflect the grant of replacement awards that were rescinded and canceled by an amendment to the Original Agreement entered into between the Company and Grantee on the date hereof.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.

SHIFT TECHNOLOGIES, INC. AMENDMENT TO RSU AGREEMENT
Rsu Agreement • April 6th, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations

THIS AMENDMENT (this “Amendment”) is made to that certain RSU Agreement dated February 2, 2021, between Shift Technologies, Inc., a Delaware corporation (the “Company”), and George Arison (“Grantee”) (the “RSU Agreement). This Amendment is effective April 5, 2021 (the “Amendment Effective Date”). All capitalized terms used herein that are not otherwise defined have the same meaning given to them in the Plan or the RSU Agreement, as applicable.

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