Exhibit 10.1


 


Execution
Version


 


REGISTRATION
RIGHTS AGREEMENT


 


May
27, 2021


 


J.P.
MORGAN SECURITIES LLC 


GOLDMAN
SACHS & CO. LLC 


  As
Representatives of the

  Initial Purchasers listed in

  Schedule I to the Purchase Agreement


 


c/o
J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179


 


c/o
Goldman Sachs & Co. LLC

200 West St.

New York, New York 10282 


 


Ladies
and Gentlemen:


 


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 benefit of this registration
rights agreement (this “Agreement”) pursuant to which the Company agrees with the Initial Purchasers for the benefit of the
Initial Purchasers and for the benefit of the holders (the “Holders”) from time to time of the Registrable Securities (as
defined below), as follows: 


 


1. Definitions.
As used in this Agreement, the following capitalized defined terms shall have the following meanings:


 


“Additional
Interest” has the meaning set forth in Section 7 hereof.


 


“Affiliate”
has the meaning set forth in Rule 405 under the Securities Act.


 






     


     


    

 


“Broker-Dealer”
means any broker or dealer registered as such under the Exchange Act.


 


“Business
Day” has the meaning set forth in the Indenture.


 


“Close
of Business” has the meaning set forth in the Indenture.


 


“Closing
Date” means the date hereof.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” has the meaning set forth in the preamble hereto.


 


“Company”
has the meaning set forth in the preamble hereto.


 


“Control”
has the meaning set forth in Rule 405 under the Securities Act, and the terms “controlling” and “controlled”
shall have meanings correlative thereto.


 


“Conversion
Date” has the meaning set forth in the Indenture.


 


“Deferral
Period” has the meaning indicated in Section 3(i) hereof.


 


“Depositary”
has the meaning set forth in the Indenture.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Final
Memorandum” means the offering memorandum, dated May 24, 2021, relating to the Notes, including any and all annexes thereto and
any information incorporated by reference therein as of such date.


 


“FINRA
Rules” means the Conduct Rules and the By-Laws of the Financial Industry Regulatory Authority, Inc.


 


“Holder”
has the meaning set forth in the preamble hereto.


 


“Indenture”
means the Indenture relating to the Notes, dated as of May 27, 2021, between the Company and U.S. Bank National Association, as trustee,
as the same may be amended from time to time in accordance with the terms thereof.


 


“Initial
Purchasers” has the meaning set forth in the preamble hereto.


 


“Losses”
has the meaning set forth in Section 5(d) hereof.


 


“Majority
Holders” means, on any date, Holders of Registrable Securities that represent a majority of the shares of Common Stock that underlie
the Notes (assuming that all such Notes would be converted by a single Holder and that Physical Settlement were applicable), or were
issued upon conversion of the Notes, and whose offer and sale is registered under the Shelf Registration Statement.


 






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“Managing
Underwriters” means the investment bank(s) and manager(s) that administer an underwritten offering, if any, conducted pursuant
to Section 6 hereof.


 


“Maturity
Date” has the meaning set forth in the Indenture.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of any prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading.


 


“Notes”
has the meaning set forth in the preamble hereto.


 


“Notice
and Questionnaire” means a written notice delivered to the Company substantially in the form attached as Annex A to the Final Memorandum.


 


“Notice
Holder” means, on any date, any Holder that has delivered a completed Notice and Questionnaire to the Company on or before such
date; provided, however, that, prior to the effectiveness of the Shelf Registration Statement, such completed Notice and Questionnaire
must be delivered in accordance with the second sentence of Section 2(c) hereof. 


 


“Prospectus”
means a prospectus included in the Shelf Registration Statement (including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B under
the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion
of the Notes and the shares of Common Stock covered by the Shelf Registration Statement, and all amendments and supplements thereto,
including any and all exhibits thereto and any information incorporated by reference therein.


 


“Purchase
Agreement” has the meaning set forth in the preamble hereto.


 


“Registrable
Securities” means the Notes initially sold to the Initial Purchasers pursuant to the Purchase Agreement and the shares of Common
Stock issued upon conversion of such Notes, and any other securities into or for which such Notes or shares have been converted or exchanged,
and any security issued with respect thereto upon any stock dividend, split or similar event; provided, however, that each
such security will cease to constitute Registrable Securities upon the earliest to occur of (i) such security being sold pursuant to
a registration statement that is effective under the Securities Act; (ii) in the case of shares of Common Stock issued upon conversion
of the Notes, such shares are resold pursuant to an exemption provided by Rule 144 under the Securities Act; or (iii) such security will
cease to be outstanding.


 


“Registration
Default” has the meaning set forth in Section 7 hereof.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“SEC”
means the Securities and Exchange Commission.


 






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“Shelf
Registration Period” has the meaning set forth in Section 2(b) hereof.


 


“Shelf
Registration Statement” means a “shelf” registration statement of the Company prepared pursuant to Section 2 hereof
that covers the resale, from time to time pursuant to Rule 415 under the Securities Act (or any successor thereto), of some or all of
the Registrable Securities on an appropriate form under the Securities Act, including all post-effective and other amendments and supplements
to such registration statement, the related Prospectus, all exhibits thereto and all material incorporated by reference therein.


 


“Significant
Acquisition” means an acquisition that requires the filing with the SEC of financial statements in connection therewith and prevents
the Company’s Shelf Registration Statement from becoming effective until such filing is made.


 


“Trading
Day” has the meaning set forth in the Indenture.


 


“Underwriter”
means any underwriter of Registrable Securities for an offering thereof under the Shelf Registration Statement.


 


2. Shelf
Registration. (a) The Company will file with the Commission a Shelf Registration Statement providing for the registration of the
offer and sale, from time to time on a continuous or delayed basis, of the Registrable Securities by the Holders in accordance with the
methods of distribution elected by such Holders, pursuant to Rule 415 under the Securities Act (or any successor thereto) and will use
its best efforts (i) to cause such Shelf Registration Statement to be filed as soon as practicable, but in no event later than the one
hundred and eightieth (180th) day after the Closing Date, provided, however, that if the Company completes a Significant
Acquisition and the Shelf Registration Statement has not yet been filed, then the Company will have an additional 75 days from the date
of our filing of a Current Report on Form 8-K disclosing the completion of such acquisition to file the Shelf Registration Statement,
(ii) to cause such Shelf Registration Statement, if not effective upon filing, to become effective under the Securities Act as soon as
practicable, but in no event later than the two hundred and tenth (210th) day after the Closing Date, provided, however,
that if (x) the Company has an additional 75 days to file the Shelf Registration Statement pursuant to the proviso in clause (i) above,
the Shelf Registration Statement must become effective by the 30th day after filing such Shelf Registration Statement, or (y) the Shelf
Registration Statement has already been filed at the time the Company completes a Significant Acquisition but has not yet become effective,
the Shelf Registration Statement must become effective by the 105th day after the Company’s filing of a Current Report on Form
8-K disclosing the completion of such acquisition, and (iii) notwithstanding anything to the contrary, to cause such Shelf Registration
Statement to become effective by February 1, 2022. Such Shelf Registration Statement shall be, if the Company is eligible, an automatic
shelf registration statement on Form S-3.


 


(b) The
Company will use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required
by the Securities Act, in order to permit the related Prospectus to be usable by Holders for a period (the “Shelf Registration
Period”) from the date the Shelf Registration Statement becomes effective to, and including, the earlier of (i) the sixtieth (60th)
Trading Day immediately following the Maturity Date (subject to extension for any suspension of the effectiveness of the Shelf Registration
Statement during such sixty (60) Trading Days immediately following the Maturity Date); and (ii) the date upon which no Registrable Securities
are outstanding and constitute “restricted securities” (as defined in Rule 144 under the Securities Act).


 






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(c) Subject
to applicable law, the Company will provide written notice to the Holders of the anticipated effective date of the Shelf Registration
Statement at least fifteen (15) Business Days before such anticipated effective date. Each Holder, in order to be named in the Shelf
Registration Statement at the time of its initial effectiveness, will be required to deliver a Notice and Questionnaire and such other
information as the Company may reasonably request in writing, if any, to the Company on or before the tenth (10th) day before
the anticipated effective date of the Shelf Registration Statement as provided in the notice. Subject to Section 3(i), from and after
the effective date of the Shelf Registration Statement, the Company will, as promptly as is practicable after the date a Holder’s
Notice and Questionnaire is delivered, but in no event after the fifteenth (15th) day after such date, (i) file with the Commission an
amendment to the Shelf Registration Statement or prepare and, if permitted or required by applicable law, file a supplement to the Prospectus
or an amendment or supplement to any document incorporated therein by reference or file any other required document so that such Holder
delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus,
and so that such Holder is permitted to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable
law (except that the Company will not be required to file more than one supplement or post-effective amendment in any thirty (30) day
period in accordance with this Section 2(c)(i)) and, in the case of a post-effective amendment to the Shelf Registration Statement, the
Company will use its best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as
is practicable; (ii) provide such Holder, upon request, copies of any documents filed pursuant to Section 2(c)(i) hereof; and (iii) notify
such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant
to Section 2(c)(i) hereof; provided, however, that if such Notice and Questionnaire is delivered during a Deferral Period,
then the Company will so inform the Holder delivering such Notice and Questionnaire and will take the actions set forth in clauses (i),
(ii) and (iii) above within (10) days following the expiration of the Deferral Period in accordance with Section 3(i) hereof. Notwithstanding
anything to the contrary herein, the Company need not name any Holder that is not a Notice Holder as a selling securityholder in the
Shelf Registration Statement or Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to
this Section 2(c) (whether or not such Holder was a Notice Holder at the effective date of the Shelf Registration Statement) will be
named as a selling securityholder in the Shelf Registration Statement or Prospectus in accordance with this Section 2(c).


 


3. Registration
Procedures. The following provisions will apply in connection with the Shelf Registration Statement.


 


(a)
The Company will:


 


(i)
furnish to the Initial Purchasers and to counsel for the Notice Holders (if such Notice Holders have provided the name of and
contact information, including a telephone number, for such counsel), not less than five (5) Business Days before the filing thereof
with the Commission, a copy of the Shelf Registration Statement and each amendment thereto and each amendment or supplement, if any,
to the Prospectus (other than amendments and supplements that do nothing more than name Notice Holders and provide information with
respect thereto and other than filings by the Company under the Exchange Act) and will use its best efforts to reflect in each such
document, when so filed with the Commission, such comments as the Initial Purchasers reasonably propose within three (3) Business
Days of the delivery of such copies to the Initial Purchasers; and


 


(ii) include
information regarding the Notice Holders and the methods of distribution they have elected for their Registrable Securities provided
to the Company in Notices and Questionnaires as necessary to permit such distribution by the methods specified therein.


 






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(b)
The Company will ensure that the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as
of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) complies in all material respects
with the applicable requirements of the Securities Act; and (ii) does not to contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not misleading.


 


(c)
The Company will advise the Initial Purchasers, the Notice Holders and any Underwriter that has provided in writing to the Company a
telephone or email or other address for notices, and confirm such advice in writing, if requested (which notice pursuant to clauses
(ii) to (v), inclusive, below will be accompanied by an instruction to suspend the use of the Prospectus until the Company has
remedied the basis for such suspension):


 


(i)
when the Shelf Registration Statement and any amendment thereto have been filed with the Commission and when the Shelf Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)
of any request by the Commission for any amendment or supplement to the Shelf Registration Statement or the Prospectus or for
additional written information;


 


(iii)
of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the
institution or threatening of any proceeding for that purpose;


 


(iv) of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Common Stock included therein
for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and


 


(v)       of
the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a
Misstatement.


 


(d) The Company will use its best efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration
Statement or the qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as
practicable the withdrawal thereof.


 






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(e)
Upon request, the Company will furnish, in electronic form, to each Notice Holder, without charge, one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, but
excluding any exhibits thereto unless such exhibit is specifically incorporated by reference in such material.


 


(f) During
the Shelf Registration Period, the Company will promptly deliver to each Initial Purchaser, each Notice Holder, and any sales or placement
agents or underwriters acting on their behalf, without charge, as many copies of the Prospectus (including the preliminary Prospectus,
if any) relating to the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. Subject
to the restrictions set forth in this Agreement, the Company consents to the use of the Prospectus or any amendment or supplement thereto
by each of the foregoing in connection with the offering and sale of the Registrable Securities.


 


(g)
Before any offering of Registrable Securities pursuant to the Shelf Registration Statement, the Company will arrange for the
qualification of the Registrable Securities for sale under the laws of such U.S. jurisdictions as any Notice Holder reasonably
requests and will maintain such qualification in effect so long as required; provided, however, that in no event will
the Company be obligated by this Agreement to qualify to do business or as a dealer of securities in any jurisdiction where it is
not then so qualified or to take any action that would subject it to taxation or service of process in suits in any jurisdiction
where it is not then so subject. If, at any time during the Shelf Registration Period, the Registrable Securities are not
“covered securities” within the meaning of Section 18 of the Securities Act, then the Company will arrange for such
qualification (subject to the proviso of the immediately preceding paragraph) in each U.S. jurisdiction of residence of each Notice
Holder.


 


(h)
Upon the occurrence of any event contemplated by subsections (c)(ii) to (v), inclusive, above, the Company will promptly (or within
the time period provided for by Section 3(i) hereof, if applicable) prepare a post-effective amendment to the Shelf Registration
Statement or an amendment or supplement to the Prospectus or file any other required document so that the Shelf Registration
Statement and the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


(i) Upon the occurrence or existence of any pending corporate development, public filings with the Commission or any other material
event that, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of the Shelf Registration
Statement and the Prospectus, the Company will give notice (without notice of the nature or details of such events) to the Notice
Holders that the availability of the Shelf Registration Statement is suspended and, upon receipt of any such notice, each Notice
Holder agrees: (i) not to sell any Registrable Securities pursuant to the Shelf Registration Statement until such Notice Holder
receives copies of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing by
the Company that the Prospectus may be used; and (ii) to hold such notice in confidence. Except in the case of a suspension of the
availability of the Shelf Registration Statement and the Prospectus solely as the result of filing a post-effective amendment or
supplement to the Prospectus to add additional selling securityholders therein, the period during which the availability of the
Shelf Registration Statement and any Prospectus is suspended (the “Deferral Period”) will not exceed an aggregate of (A)
thirty (30) days in any calendar quarter; or (B) sixty (60) days in any calendar year.


 






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(j)
The Company will comply with all applicable rules and regulations of the Commission and will make generally available to its
securityholders an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act
as soon as practicable after the effective date of the Shelf Registration Statement and in any event no later than forty five (45)
days after the end of the twelve (12) month period (or ninety (90) days, if such period is a fiscal year) beginning with the first
month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration
Statement.


 


(k)
The Company may require each Holder of Registrable Securities to be sold pursuant to the Shelf Registration Statement to furnish to
the Company such information regarding the Holder and the distribution of such Registrable Securities as the Company may from time
to time reasonably require for inclusion in the Shelf Registration Statement in order to comply with the Securities Act. The Company
may exclude from the Shelf Registration Statement the Registrable Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving a request from the Company for such information.


 


(l)
Subject to Section 6 hereof, the Company will enter into customary agreements (including, if requested by the Majority Holders, an
underwriting agreement in customary form that, for the avoidance of doubt, will provide for customary representations and
warranties, legal opinions, comfort letters and other documents and certifications) and take all other necessary actions in order to
expedite or facilitate the registration or the disposition of the Registrable Securities, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain customary indemnification provisions and procedures.


 


(m)
Subject to Section 6 hereof, for persons who are or may be “underwriters” with respect to the Registrable Securities
within the meaning of the Securities Act and who make appropriate requests for information to be used solely for the purpose of
taking reasonable steps to establish a due diligence or similar defense in connection with the proposed sale of such Registrable
Securities pursuant to the Shelf Registration Statement, the Company will:


 


(i) make reasonably available during business hours for inspection by the Holders, any Underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders or any such
Underwriter all relevant financial and other records and pertinent corporate documents of the Company and its subsidiaries;
and


 


(ii)
cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably
requested by the Holders or any such Underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement
as is customary for similar due diligence examinations;


 


provided,
however, each such Underwriter shall agree in writing to hold in strict confidence and not to make any disclosure or use of any
information requested in (i) and (ii) above (the “Requested Information”), unless (1) the disclosure of the Requested Information
is necessary to avoid or correct a misstatement or omission in the Shelf Registration Statement or is otherwise required under the Securities
Act, (2) the release of the Requested Information is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, (3) the Requested Information is or has been made generally available to the public other than by disclosure
in violation of this Agreement, (4) was within such Underwriter’s possession on a non-confidential basis prior to it being furnished
to such Underwriter by or on behalf of the Company or any of its representatives, provided that the source of such information was not
bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information
or (5) becomes available to such Underwriter on a non-confidential basis from a source other than the Company or any of its representatives,
provided that such source is not bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality
with respect to such information. Such Underwriter agrees that it shall, upon learning that disclosure of the Requested Information is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the
Requested Information deemed confidential.


 



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(n)
In the event that any Broker-Dealer underwrites any Registrable Securities or participates as a member of an underwriting syndicate
or selling group or “participates in an offering” (within the meaning of the FINRA Rules) thereof, whether as a Holder
or as an underwriter, placement, sales agent or broker or dealer in respect thereof, or otherwise, the Company will, upon the
reasonable request of such Broker-Dealer, comply with any reasonable request of such Broker-Dealer in complying with the FINRA
Rules.


 


(o) The
Company will use its best efforts to take all other steps necessary to effect the registration of the offer and sale of the Registrable
Securities covered by the Shelf Registration Statement.


 


4. Registration
Expenses. The Company will bear all expenses incurred in connection with the performance of its obligations under Sections 2 and
3 hereof. The Company will reimburse the Initial Purchasers and the Holders for the reasonable fees and disbursements of one firm or
counsel (which will initially be Latham & Watkins LLP, but that may be another nationally recognized law firm experienced in
securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, which fees and
disbursements will not exceed $10,000 in the aggregate.


 


5. Indemnification
and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder, the directors, officers, employees, Affiliates
and agents of each Holder and each person who controls any Holder within the meaning of the Securities Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Shelf Registration Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or caused by the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus
or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by
or on behalf of the party claiming indemnification specifically for inclusion therein, including but not limited to all information contained
in a related Holder’s Notice and Questionnaire.


 






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The
Company also agrees to provide customary indemnities to, and to contribute as provided in Section 5(d) hereof to Losses of, any underwriters
of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning
of the Securities Act or the Exchange Act) to the same extent as provided herein with respect to the Holders.


 


(b)
Each Holder of securities covered by the Shelf Registration Statement (including each Initial Purchaser that is a Holder, in such
capacity) severally and not jointly agrees to indemnify and hold harmless the Company, each of the Company’s directors, each
of the Company’s officers who sign the Shelf Registration Statement and each person who controls the Company within the
meaning of the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such
Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such
Holder specifically for inclusion in the documents referred to in the foregoing indemnity, including but not limited to all
information contained in such Holder’s Notice and Questionnaire. This indemnity agreement will be acknowledged by each Notice
Holder that is not an Initial Purchaser in such Notice Holder’s Notice and Questionnaire and will be in addition to any
liability that any such Notice Holder may otherwise have.


 


(c)
Promptly after receipt by an indemnified party under this Section 5 or notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying
party in writing of the commencement thereof, but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b), as applicable, above unless and to the extent it has been materially prejudiced through the
forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b), as
applicable, above. If any action is brought against an indemnified party and it has notified the indemnifying party thereof, the
indemnifying party will be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which
case, the indemnifying party will not thereafter be responsible for the fees and expenses of any separate counsel, other than local
counsel if not appointed by the indemnifying party, retained by the indemnified party or parties, except as set forth below); provided, however,
that such counsel will be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election
to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party will have the
right to employ separate counsel (including local counsel), and the indemnifying party will bear the reasonable fees, costs and
expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the indemnified party has reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party has not employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying
party has authorized the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying
party will not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one (1) separate law firm (in addition to any local counsel) for all indemnified persons. An indemnifying
party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and does not include an admission of fault, culpability or a failure to act,
by or on behalf of any such indemnified party.


 






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(d)
In the event that the indemnity provided in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, then each applicable indemnifying party will have a several, and not joint, obligation
to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending such losses, claims, damages, liabilities or actions) (collectively,
“Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the offering of
the Registrable Securities and the Shelf Registration Statement that resulted in such Losses; provided, however, that
in no case will J.P. Morgan Securities LLC or Goldman Sachs & Co. LLC be responsible, in the aggregate, for any amount in excess
of the respective purchase discount or commission applicable to the Notes that it purchased from the Company, as set forth in the
applicable Purchase Agreement, nor will any underwriter be responsible for any amount in excess of the underwriting discount or
commission applicable to the securities purchased by such underwriter under the Shelf Registration Statement that resulted in such
Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, then the indemnifying party
and the indemnified party will contribute in such proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with
the statements or omissions, or alleged statements or omissions, that resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company will be deemed to be equal to the total net proceeds from the offering of
the Notes (before deducting expenses) as set forth in the Final Memorandum. Benefits received by J.P. Morgan Securities LLC or
Goldman Sachs & Co. LLC will be deemed to be equal to the respective total purchase discounts or commissions applicable to the
Notes that it purchased from the Company, as set forth in the applicable Purchase Agreement, and benefits received by any other
Holder will be deemed to be equal to the value of having the offer and sale of such Holder’s Registrable Securities registered
under the Securities Act pursuant to the Shelf Registration Statement and hereunder. Benefits received by any underwriter will be
deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus relating to
the Shelf Registration Statement that resulted in such Losses. Relative fault will be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission or alleged untrue statement or omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding anything to the
contrary in this Section 5(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 5, each person who controls a Holder within the meaning of the Securities Act or the Exchange Act and each
director, officer, employee, Affiliate and agent of such Holder will have the same rights to contribution as such Holder, and each
person who controls the Company within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signed
the Shelf Registration Statement and each director of the Company will have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this Section 5(d).


 






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(e)
The provisions of this Section 5 will remain in full force and effect, regardless of any investigation made by or on behalf of any
Initial Purchaser or Holder or the Company or any of the indemnified persons referred to in this Section 5, and will survive the
sale by a Holder of securities covered by the Shelf Registration Statement.


 


6. Underwritten
Registrations. (a) Notwithstanding anything to the contrary herein, in no event will the method of distribution of Registrable Securities
take the form of an underwritten offering without the prior written consent of the Company. Consent may be conditioned on waivers of
any of the obligations in Section 3, 4 or 5 hereof.


 


(b)
If any Registrable Securities are to be sold in an underwritten offering, the Managing Underwriters will be selected by the Company,
subject to the prior written consent of the Majority Holders, which consent will not be unreasonably withheld.


 


(c) No
person may participate in any underwritten offering pursuant to the Shelf Registration Statement unless such person: (i) agrees to sell
such person’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.


 






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7. Registration
Defaults. If any of the following events shall occur (each, a “Registration Default”), then the Company will pay
additional interest on the Notes (“Additional Interest”) as follows:


 


(a)
if the Shelf Registration Statement has not been filed with the Commission and become effective on or before the two hundred and
tenth (210th) day after the Closing Date, or such later date allowed by the limited exception described in Section 2(a) above, then
Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the
first 90 days beginning on, and including, the two hundred and eleventh (211th) day after the Closing Date or the day after such
later date allowed by the limited exception provided in Section 2(a) above, and 0.50% per annum thereafter; provided, however,
if Additional Interest has not otherwise begun to accrue pursuant to this Section 7(a) and the Shelf Registration Statement has not
become effective by February 1, 2022, then Additional Interest will accrue on the aggregate outstanding principal amount of the
Notes at a rate of 0.25% per annum for the first 90 days beginning on, and including, February 1, 2022, and 0.50% per annum
thereafter;


 


(b) if
the Shelf Registration Statement has become effective but ceases to be effective or usable for the offer and sale of the Registrable
Securities (other than in connection with (i) a Deferral Period; or (ii) as a result filing a post-effective amendment solely to add
additional selling securityholders) at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness
or usability within ten (10) Business Days (or, if a Deferral Period is then in effect, within ten (10) Business Days after the expiration
of such Deferral Period) (or, in the case of filing a post-effective amendment solely to add additional selling securityholders, within
ten (10) Business Days after the expiration of the ten (10) day period referred to in Section 2(c), subject to the proviso therein),
then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the
first ninety (90) days beginning on, and including, the day following such tenth (10th) Business Day and 0.50% per annum thereafter;


 


(c) if
the Company, through its omission, fails to name as a selling securityholder any Holder that had complied timely with its obligations
hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective;
or (ii) any Prospectus at the time it is filed with the Commission (or, if later, the effective date of the Shelf Registration Statement),
then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes held by such Holder at a rate of 0.25%
per annum for the first ninety (90) days beginning on, and including, the day following the effective date of such Shelf Registration
Statement or the filing of such Prospectus, as applicable, and 0.50% per annum thereafter; and


 


(d)
if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant
to Section 3(i) hereof, then, commencing on the day the aggregate duration of Deferral Periods in such period exceeds the number of
days permitted in respect of such period, Additional Interest will accrue on the aggregate outstanding principal amount of the Notes
at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, and including such date, and 0.50% per
annum thereafter;


 






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provided,
however, that (1) upon the filing and effectiveness of the Shelf Registration Statement (in the case of paragraph (a) above),
(2) upon such time as the applicable Shelf Registration Statement becomes effective and usable for resales (in the case of paragraph
(b) above), (3) upon such time as such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement
and Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the applicable Deferral
Period (in the case of paragraph (d) above), or (5) in any case, upon the expiration of the Shelf Registration Period, Additional Interest
will cease to accrue on account of the applicable Registration Default (it being understood that nothing in this sentence will prevent
Additional Interest from accruing as a result of any other Registration Default during the Shelf Registration Period).


 


Any
Additional Interest due pursuant to this Section 7 will be payable in cash in the same manner and on the same dates as the stated interest
payable on the Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will
prorate the Additional Interest payable with respect to such Note.


 


Additional
Interest will not accrue on the Notes at a rate that exceeds 0.50% per annum in the aggregate and will not be payable under more than
one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration
Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional
Interest rate will be the higher rate of 0.50% per annum. In no event will the Additional Interest payable under this Agreement, together
with any special interest payable under the Indenture, accrue on any date on a Note at a combined rate per annum that exceeds 0.50%.


 


Notwithstanding
anything to the contrary in this Agreement, in no event will Additional Interest accrue on the shares of Common Stock issued upon conversion
of Notes


 


For
avoidance of doubt, no Registration Default or other default under or failure to comply with any provision of this Agreement will result
in a default under the Indenture. 


 


8. No
Inconsistent Agreements. The Company has not entered into, and agrees not to enter into, any agreement with respect to its
securities that is inconsistent with the registration rights granted to the Holders herein.


 


9. Rule
144A and Rule 144. So long as any Registrable Securities remain outstanding, the Company will file the reports required to be filed
by it under Rule 144A(d)(4) under the Securities Act and the reports required to be filed by it under the Exchange Act in a timely manner
and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Registrable
Securities, make publicly available other information so long as necessary to permit sales of such Holder’s Registrable Securities
pursuant to Rules 144 and 144A of the Securities Act. The Company covenants that it will take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act pursuant to Rule 144 or Rule 144A (including, without limitation, satisfying the requirements
of Rule 144A(d)(4)). Upon the written request of any Holder of Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding anything to the contrary in this Section 9, nothing in
this Section 9 will be deemed to require the Company to register any of its securities pursuant to the Exchange Act.


 






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10. Amendments
and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Holders of a majority
of the Registrable Securities (determined on an as-converted basis); provided, however, that, with respect to any matter
that directly or indirectly affects the rights of J.P. Morgan Securities LLC or Goldman Sachs & Co. LLC hereunder, the Company will
obtain the written consent of J.P. Morgan Securities LLC or Goldman Sachs & Co. LLC with respect to such amendment, qualification,
modification, supplement, waiver or consent; provided, further, that no amendment, qualification, modification, supplement,
waiver or consent with respect to Section 7 hereof will be effective as against any Holder unless consented to in writing by such Holder;
provided, further, that this Section 10 may not be amended, qualified, modified or supplemented, and waivers of or consents
to departures from Section 10 may not be given, unless the Company has obtained the written consent of each Initial Purchaser and each
Holder.


 


11. Notices.
All notices and other communications provided for or permitted hereunder will be made in writing by hand-delivery, first-class mail,
telex, telecopier, email or air courier guaranteeing overnight delivery:


 


(a) if
to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of the Notice and Questionnaire;
provided, however, that notices and other communications to Holders of Notes held in global form may be provided through
the applicable procedures of the Depositary.


 


(b) if
to any Initial Purchaser, initially at the address thereof set forth above; and


 


(c) if
to the Company, initially at its address set forth in the Purchase Agreement.


 


All
such notices and communications shall be deemed to have been duly given when received.


 


The
Initial Purchasers or the Company, by notice to the other parties, may designate additional or different addresses for subsequent notices
or communications.


 


Notwithstanding
the foregoing, notices given to Holders holding Notes in book-entry form may be given through the facilities of the Depositary.


 


12. Remedies.
Each Holder, in addition to being entitled to exercise all rights provided to it herein or in the applicable Purchase Agreement or granted
by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement.
The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would
be adequate.


 






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13. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including,
without the need for an express assignment or any consent by the Company thereto, subsequent Holders, and the indemnified persons referred
to in Section 5 hereof. The Company hereby agrees to extend the benefits of this Agreement to any Holder, and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.


 


14. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall
constitute one and the same agreement.


 


15. Headings.
The section headings used herein are for convenience only and shall not affect the construction or interpretation hereof.


 


16. Applicable
Law. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT THE TRANSACTION CONTEMPLATED HEREBY.


 


17. Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof will not be in any way impaired or affected thereby, it being intended that all of the
rights and privileges of the parties will be enforceable to the fullest extent permitted by law.


 


18. Common
Stock Held by the Company, Etc. Whenever the consent or approval of Holders of a specified percentage of securities is required hereunder,
securities held by the Company or its Affiliates (other than subsequent Holders thereof if such subsequent Holders are deemed to be Affiliates
solely by reason of their holdings of such securities) will not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


 






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	 	Very truly yours,
	 	 	 
	 	Shift Technologies, Inc.
	 	 	 
	 	By: 	/s/ George Arison
	 	Name: 	George Arison
	 	Title:	Founder, CEO



 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 





The
foregoing Agreement is hereby confirmed and accepted as of the date first above written.


 


	J.P.
    Morgan Securities LLC	 
	 	 
	By:	/s/
    Sudheer Tegulapalle	 
	 	Name:Sudheer Tegulapalle	 
	 	Title:Managing Director	 


 


	Goldman
    Sachs & Co. LLC	 
	 	 
	By:	/s/
    Mike Voris	 
	 	Name:Mike Voris	 
	 	Title:Partner	 


 


 


 


 


[Signature Page to Registration Rights Agreement]