Exhibit 10.5


 


SHIFT TECHNOLOGIES, INC. 


2020 OMNIBUS EQUITY COMPENSATION PLAN


 


RSU AGREEMENT


 


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rescinded and canceled by an amendment to the Original Agreement entered into between the Company and Grantee on the date hereof.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.


 


1. Award. Subject
to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the Company hereby grants the
Grantee 1,044,272 restricted Stock Units (“RSUs”), subject to the vesting terms set forth in Section 2 below. Subject
to the provisions of this Agreement and the Plan, each vested RSU represents the right to receive one (1) share of Stock. The RSUs shall
apply only with respect to a whole number of shares of Stock.


 


2. Vesting. The
RSUs shall vest based on the passage of time (“Time RSUs”). The Time RSUs shall vest in accordance with the vesting
schedule below. The “Vesting Commencement Date” shall be October 13, 2020.


 


(a) Time
RSUs.


 


(i) The
Time RSUs shall vest, subject to the Grantee’s continuous employment with the Company (or an Affiliate of the Company) through the
applicable vesting date, as follows:


 


	92,937	 	Jul. 12, 2022
	190,267	 	Oct. 12, 2022
	95,133	 	Jan. 12, 2023
	95,134	 	Apr. 12, 2023
	95,133	 	Jul. 12, 2023
	95,134	 	Oct. 12, 2023
	95,133	 	Jan. 12, 2023
	95,134	 	Apr. 12, 2023
	95,133	 	Jul. 12, 2023
	95,134	 	Oct. 12, 2023


 


(ii) From
and after the Vesting Commencement Date through the date on which the Time RSUs become fully vested pursuant to subparagraph (i) above,
the unvested portion of the grant of Time RSUs remains subject to forfeiture in accordance with the terms of Section 3 hereof.


 






     


     


    

 


(b)  Change
of Control. Time RSUs that are outstanding and unvested as of the date of Change of Control shall become vested immediately prior
to such Change of Control.


 


3. Termination
of Service. When a Grantee’s employment with the Company (or an Affiliate of the Company) terminates, any outstanding and unvested
Time RSUs shall immediately terminate and become null and void.


 


4. Settlement. During
the first open trading window of the Company following the end of each calendar quarter (i.e., March 31, June 30, September 30, December
31), the Company shall deliver to the Grantee one (1) share of Stock in settlement of each RSU that became vested during such calendar
quarter, except that, any RSUs that vest on or before December 31, 2021, shall be settled during the first open trading window of the
Company following December 31, 2021, provided that, in no event (i) will an RSU be settled later than March 15 of the year following the
year in which such RSU vested, nor (ii) will the Grantee be permitted, directly or indirectly, to specify the taxable year of delivery
of any RSU subject to this Agreement.


 


5. Delivery of
Stock. Certificates or evidence of book-entry shares representing the Stock issued upon settlement of RSUs pursuant to Section
4 of this Agreement will be delivered to or otherwise made available to the Grantee (or, at the discretion of the Grantee, joint in the
names of the Grantee and the Grantee’s spouse) or to the Grantee’s nominee at such person’s request. Delivery of
shares of Stock under this Agreement will comply with all applicable laws (including, the requirements of the Exchange Act), and the applicable
requirements of any securities exchange or similar entity.


 


6. Shareholder
Rights. An RSU is not a share of Stock, and thus, the Grantee will have no rights as a stockholder with respect to the RSUs. 
Dividend Equivalents shall accrue on shares underlying the RSUs awarded hereunder and such dividends will be paid to Grantee upon the
vesting of such RSUs.


 


7. Transferability. The
RSUs subject to this Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered before they
vest in accordance with Section 2. After such RSUs vest and are settled in accordance with Sections 2 and 4, no sale or disposition of
such shares shall be made in the absence of an effective registration statement under the Exchange Act with respect to such shares unless
an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute a violation of the Exchange Act or
any other applicable securities laws is first obtained.


 


8. Change in Capital
Structure. The terms of this Agreement, including the number of shares of Stock subject to this RSU shall be adjusted as the
Administrator determines is equitably required in the event the Company effects one or more stock dividends, spinoffs, recapitalizations,
stock splits, combinations, exchanges or consolidations of shares or other similar changes in capitalization.


 






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9. Withholding.


 


(a)          The
Grantee understands that when the RSUs are settled in accordance with Section 4, the Grantee will be obligated to recognize income, for
Federal, state and local income tax purposes, as applicable, in an amount equal to the Fair Market Value of the share of Stock as of such
date, and the Grantee is responsible for all tax obligations that arise in connection with the RSUs.


 


(b)          Whenever
shares of Stock are to be issued upon settlement of the RSUs, the Grantee shall assume sole responsibility for discharging all tax and
other obligations associated therewith. The Company has no duty or obligation to minimize the tax consequences to the Grantee and will
not be liable to the Grantee for any adverse tax consequences arising in connection with this Award. The Grantee agrees to indemnify the
Company against any non-U.S., U.S. federal, state and local withholding taxes for which the Company may be liable in connection with the
Grantee’s acquisition, ownership or disposition of any shares of Stock.


 


(c) In its sole discretion,
the Administrator of the Plan may permit the Grantee to satisfy the Company’s tax withholding obligation with respect to RSUs settled
in Stock by having shares withheld in accordance with Section 16(b) of the Plan. The elections described in this subsection (c) must be
in a form and manner prescribed by the Administrator and may be subject to the prior approval of the Administrator.


 


10. Compliance
with Section 409A of the Code. It is the intention of the Company that the Award and Plan are intended either to provide compensation
that is exempt from Section 409A of the Code and the rules, regulations and other authorities promulgated thereunder (including the transition
rules thereof) (collectively, “Section 409A”), (by reason of being a short-term deferral) or that is nonqualified deferred
compensation that is compliant in all regards with the requirements of Code Section 409A, and all provisions of this Agreement will be
construed and interpreted in a manner consistent with this intent. If the Grantee is a “Specified Employee” (within the meaning
set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of the Grantee’s “separation from service” (within
the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance
of any shares of Stock that would otherwise be made upon the date of the separation from service or within the first six (6) months
thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the earlier of: (i) the
fifth business day following the Grantee’s death, or (ii) the date that is six (6) months and one day after the date of
the separation from service, with the balance of the shares of Stock issued thereafter in accordance with the original vesting and issuance
schedule set forth above, but if and only if such delay in the issuance of the shares of Stock is necessary to avoid the imposition of
adverse taxation on the Grantee in respect of the shares of Stock under Section 409A. Each installment of shares of Stock that vests
is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).


 


12. Conflicts. In
the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.


 


13. Grantee Bound
by Plan. The Grantee hereby acknowledges that a copy of the Plan has been made available to him or her and agrees to be bound
by all the terms and provisions thereof.


 


14. Binding Effect. Subject
to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the successors of the
Grantee and any transferee of the Grantee in accordance with Section 7 and the successors of the Company.


 


15. Governing
Law. This Agreement shall be governed by the laws of the State of Delaware.


 


16. Acceptance.
The Grantee must accept the RSUs and agree to the terms and conditions of the RSUs as set forth in the Plan and this Agreement, by electronically
accepting this Agreement immediately following the Date of Grant on E*Trade (or such other service as the Company may use from time to
time).


 




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IN WITNESS WHEREOF, the
Company has caused its duly authorized officer to execute this Agreement, and the Grantee has placed his or her signature hereon, effective
as of the Date of Grant.


 


	SHIFT TECHNOLOGIES, INC.	 
	 	 	 
	By:	/s/ George Arison	 
	 	Signature	 
	 	 	 
	Name: 	George Arison	 
	 	 	 
	Title:	Co-Chief Executive Officer	 
	 	 	 
	Date:	April 5, 2021	 


 


I hereby accept this Grant and I agree to
be bound by the terms of the Plan and this Grant. I further agree that all of the decisions and interpretations of the Company with respect
thereto shall be final and binding.


 


	GRANTEE:	 
	 	 	 
	By:	/s/ Tobias Russell	 
	 	Signature	 
	 	 	 
	Name: 	Tobias Russell	 
	 	Print Name	 


 


 


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