SHIFT TECHNOLOGIES, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 27, 2021 4.75% Convertible Senior Notes due 2026Indenture • June 2nd, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • New York
INDENTURE, dated as of May 27, 2021, between Shift Technologies, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2021 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • New York
Shift Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers (collectively, the “Initial Purchasers”) listed in Schedule I to the Purchase Agreement (as defined below), for whom J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives, its 4.75% Convertible Senior Notes due 2026 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, dated May 24, 2021 (the “Purchase Agreement”). If a conversion of Notes occurs during the periods and subject to certain conditions set forth in the terms of the Notes, the Company may be required to deliver shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”) to the converting holder. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy the Company’s obligations thereunder, the holders of the Notes will have the
