VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 11th, 2022 • Shift Technologies, 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”).
Shift Technologies, Inc. San Francisco, California, 94103Letter Agreement • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
This letter agreement (“Letter Agreement”), dated as of August 9, 2022 (the “Effective Date”), by and between Shift Technologies, Inc., a Delaware corporation (“Shift”), and TRP Capital Partners, LP (the “Stockholder”), is being delivered in connection with the entry into that certain Agreement and Plan of Merger, dated the date hereof (the “Merger Agreement”), by and among Shift, Shift Remarketing Operations, Inc., and CarLotz, Inc. (“CarLotz”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
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 11th, 2022 • Shift Technologies, 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
THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on August 8, 2022 (the “Amendment Effective Date”) by and among Shift Platform, Inc. (the “Company”) and Jeff Clementz (the “Executive”), collectively referred to herein as the “Parties.”
