Exhibit
4.3


 


October
13, 2020


 


Shift
Technologies, Inc. 


f/k/a
Insurance Acquisition Corp.


2525
16th Street, Suite 316


San
Francisco, CA 94103


 


Ladies
and Gentlemen:


 


This
letter agreement (“Letter Agreement”), by and among Shift Technologies, Inc., a Delaware corporation
formerly known as Insurance Acquisition Corp. (the “Company”), certain former stockholders of Shift
Technologies, Inc., a Delaware corporation (“Shift”), identified on the signature pages hereto, who
are stockholders of the Company (the “Stockholders”), is being delivered concurrently with the consummation
of the transactions contemplated by that certain Agreement and Plan of Merger, dated June 29, 2020 (the “Merger Agreement”),
by and among the Company, IAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger
Sub”), and Shift. Pursuant to the Merger Agreement, Merger Sub is being merged with and into Shift (the “Merger”)
and, in connection therewith, the stockholders of Shift are receiving as consideration in the Merger shares of the Company’s
Class A common stock, par value $0.0001 per share (“Common Stock”). Exhibit A hereto sets forth
the number of shares of Common Stock held by each Stockholder immediately after the effective time of the Merger (the “Shares”).
The Company shall not be required to make the information included on Exhibit A regarding other Stockholders available
to any Stockholder.


 


For
the purposes of this Letter Agreement, the term “Shares” shall also be deemed to include any Shares that a Stockholder
acquires (i) pursuant to and in accordance with Section 2 hereof and (ii) by the exercise or conversion of any security exercisable
or convertible for shares of Common Stock.


 


Each
undersigned Stockholder and, where applicable, the Company, hereby agrees as follows:


 


1.


 


(a) Subject
to Section 1(b) below, from the date hereof until November 15, 2021 (the “Lock-Up Period”), such Stockholder
shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect
to the Shares (a “Transfer”), (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any of Shares, whether any such transaction is to be settled
by delivery of Shares or other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in the immediately preceding subsections (i) or (ii) (any of the foregoing actions in clauses (i)-(iii), the “Transfer
Restrictions”).









      


     


    

 


(b) Notwithstanding
the foregoing, following May 15, 2021 (the “Lock-Up Transition Date”), the Transfer Restrictions shall
not apply with respect to such Stockholder’s Shares, upon the occurrence of following events and in the following amounts:


 


i. if
at any time following the Lock-Up Transition Date, the closing share price of the Common Stock is greater than $17.00 over any
twenty (20) Trading Days (as defined in the Merger Agreement) within any thirty (30) Trading Day period (the date such condition
is satisfied, the “First Fall-Away Date”), then the Transfer Restrictions shall not apply with respect
to, and the Stockholder shall be permitted to Transfer up to, the lesser of (A) twenty percent (20%) of the Shares held by such
Stockholder as of the date of this Letter Agreement; and (B) one-half of one percent (0.5%) of 82,106,969; and


 


ii. if
at any time following the Lock-Up Transition Date, the closing share price of the Common Stock is greater than $19.00 over any
twenty (20) Trading Days within any thirty (30) Trading Day period (the date such condition is satisfied, the “Second
Fall-Away Date”), then the Transfer Restrictions shall not apply with respect to, and the Stockholder shall be permitted
to Transfer, up to the lesser of (A) thirty percent (30%) of the Shares held by such Stockholder as of the date of this Letter
Agreement; and (B) one-half of one percent (0.5%) of 82,106,969;


 


provided,
however that


 


		●	if
at any time during the Trading Day window applicable to the triggering of the First Fall-Away Date the closing share price of
the Common Stock is greater than $19.00, such Stockholder shall not be entitled to count any date within such Trading Day window
towards the triggering of the Second Fall-Away Date;



 


		●	if
at any time following the Lock-Up Transition Date, the closing share price of the Common Stock is greater than $19.00 over any
forty (40) Trading Days (as defined in the Merger Agreement) within any sixty (60) Trading Day period, then the First Fall-Away
Date and Second Fall-Away Date shall be deemed triggered in accordance with clauses (i) and (ii) above; and



 


		●	if
neither the First Fall-Away Date nor the Second Fall-Away Date has occurred on or before August 15, 2021, and the closing share
price of the Common Stock is greater than $10.00 on August 15, 2021, then the Transfer Restrictions shall not apply with respect
to, and the Stockholder shall be permitted to Transfer up to the lesser of (A) fifteen percent (15%) of the Shares held by such
Stockholder as of the date of this Letter Agreement; and (B) one-half of one percent (0.5%) of 82,106,969. For the avoidance of
doubt, the triggering of this paragraph shall not preclude the occurrence of the First Fall-Away Date or the Second Fall-Away
Date after August 15, 2021.



 






    2


     


    

 


2. Notwithstanding
the provisions contained in paragraph 1 hereof, such Stockholder may transfer Shares (a) to the Company’s officers and
directors or their controlled “affiliates” (as such term is defined in Rule 405 of the Securities
Act of 1933, as amended (the “Securities Act”)) or to any investment fund or other entity
controlled or managed by or under common management or control with such Stockholder or officers, directors or affiliates (as
defined in Rule 405 of the Securities Act) of such Stockholder, (b) by bona fide gift, (c) to an immediate family member, a
charitable organization or a trust or other entity formed for estate planning purposes for the benefit of an immediate family
member, (d) by will, intestacy or by virtue of laws of descent and distribution upon the death of such Stockholder, (e)
pursuant to a qualified domestic relations order, (f) if such Stockholder is corporation, limited liability company,
partnership, trust or other entity, to any stockholder, member, partner or trust beneficiary as part of a distribution, or to
any corporation, partnership or other entity that is an affiliate of such Stockholder, (g) in the event of a liquidation,
merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property, (h) in the event of a consolidation, merger
or other similar transaction in which the Company is the surviving entity that results in the directors and officers of the
Company as of immediately prior to such consolidation, merger or other similar transaction ceasing to comprise a majority of
the Company’s board of directors (in the case of directors) or management (in the case of officers) of the surviving
entity, (i) acquired by such Stockholder in open market transactions following the date hereof, or (j) to the Company in
connection with the “net” or “cashless” exercise of options or other rights to purchase shares of
Common Stock held by such Stockholder in satisfaction of any tax withholding or exercise price obligations through cashless
surrender or otherwise, provided, that any shares of Common Stock issued upon exercise of such option or other rights
shall remain subject to the terms of this Letter Agreement; provided, however, that, in the case of clauses (a)
through (f), these transferees shall enter into a written agreement with the Company agreeing to be bound by the transfer
restrictions set forth herein; and provided further with respect to clauses (b) through (f), that any such transfer
shall not involve a disposition for value. For purposes of this Letter Agreement, “immediate
family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than
first cousin. Such Stockholder hereby consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of such Stockholder’s Shares except in compliance with the foregoing
restrictions.


 


3. Notwithstanding
anything herein to the contrary, Goldman Sachs & Co. LLC and its affiliates, other than the undersigned and any other affiliate
of Goldman Sachs & Co. LLC to which any Shares are transferred as permitted under Section 2(a) or Section 2(f)
hereof, may engage in brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset
management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course
of their affiliates’ business.


 


4. Subject
to the limitations described herein, such Stockholder shall retain his, her or its respective rights as a security holder with
respect to his, her or its Shares during the Lock-Up Period including, without limitation, the right to vote the Shares.


 


5. During
the Lock-Up Period, all dividends and distributions payable in cash with respect to such Stockholder’s Shares shall be paid,
as applicable, to such Stockholder, but all dividends and distributions payable in Common Stock or other equity or securities
convertible into equity shall become subject to restrictions on transfer under this Letter Agreement until the end of the Lock-up
Period.


 






    3


     


    

 





6. Following
the effectiveness of this Agreement and continuing during the Lock-Up Period, with respect to each such Stockholder that both
(i) holds Shares representing at least five percent (5%) of the total voting power of shares entitled to vote in the election
of directors of the Company issued and outstanding; and (ii) has an employee, officer or director who sits on the board of directors
of the Company (such Stockholder, for so long as the conditions in (i) and (ii) continue to be satisfied, a “Designated
Stockholder”), the Company shall negotiate in good faith with such Designated Stockholder regarding entering into an
agreement or other instrument providing such Designated Stockholder with customary piggyback registration rights that would be
available with respect to Company securities held by the Designated Stockholder and its affiliates following, and to the extent
of, the release of such securities from the restrictions of this Agreement.


 


7. Such
Stockholder represents and warrants, severally and not jointly with any other Stockholder, that he, she or it has the full right
and power, or complete corporate or equivalent organizational authority, as applicable, without violating any agreement to which
such Stockholder is bound, to enter into and perform his, her or its obligations under this Letter Agreement.


 


8. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, both written and oral, with respect to such subject matter hereof. This Letter
Agreement may not be changed, amended, modified (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by each of the parties hereto. This Letter Agreement may not be waived as to any particular
provision, except by a written instrument executed by the party against whom any such waiver is sought. This Letter Agreement
is in the same form and substance to all other letter agreements to be executed by between any other stockholders of Shift and
the Company as of the date hereof related to transfer restrictions of shares of Company common stock similar to the Transfer Restrictions
(the “Other Letter Agreements”), and the Company hereby agrees that it will not change, amend or modify
any of the terms of the Other Letter Agreements without similarly changing, amending or modifying such terms of this Letter Agreement.


 


9. No
party may assign either this Letter Agreement or any of his, her or its rights, interests, or obligations hereunder without the
prior written consent of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. Subject to the foregoing, this Letter
Agreement shall be binding on each undersigned party and each of such undersigned party’s, as applicable, heirs, personal
representatives, successors and assigns.


 


10. This
Letter Agreement, the rights and duties of the parties hereto, and any disputes (whether in contract, tort or statute)
arising out of, under or in connection with this Letter Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to its principles or rules of conflict of laws to
the extent such principles or rules would require or permit the application of the laws of another jurisdiction. The parties
hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the
District of Delaware or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware,
in any action arising out of or relating to this Letter Agreement. The parties hereto irrevocably agree that all such claims
shall be heard and determined in such a Delaware federal or state court, and that such jurisdiction of such courts with
respect thereto will be exclusive. Each party hereto hereby waives, and agrees not to assert, as a defense in any action,
suit or proceeding arising out of or relating to this Letter Agreement that it is not subject to such jurisdiction, or that
such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be
appropriate or that this Letter Agreement may not be enforced in or by such courts.


 






    4


     


    

 


11. Each
party acknowledges and agrees that monetary damages would not adequately compensate an injured party for the breach of this Letter
Agreement by any party hereto and, accordingly, that this Letter Agreement shall be specifically enforceable, and that any breach
of this Letter Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each
party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees
that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Letter
Agreement were not carried out in accordance with the terms and conditions hereof.


 


12. In
the event that any provision of this Letter Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


13. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery, electronic or facsimile transmission.


 


14. This
Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page to this Letter Agreement by facsimile
or portable document format shall be effective as delivery of a mutually executed counterpart to this Letter Agreement.


 


[
Signature page follows ]


 



    5


     


    

 





	 	Very
    truly yours,
	 	 
	 	SHIFT
    TECHNOLOGIES, INC.
	 	(f/k/a
    Insurance Acquisition Corp.)
	 	 	 
	 	By:	/s/
    George Arison
	 	Name: 	George
    Arison
	 	Title:	Co-Chief
    Executive Officer and Chairman


 


[Signature
Page to Stockholder Letter Agreement]


 






     


     


    

 


	 	LITHIA
    MOTORS, INC.
	 	 	 
	 	By:	/s/
    George Hines
	 	Name:  	George
    Hines
	 	Title:	SVP,
    Chief Innovation and Technology Officer 



 


[Signature
Page to Stockholder Letter Agreement]


 






     


     


    

 


	 	IGA
    HOLDINGS LLC
	 	 	 
	 	By:	/s/
    George Arison
	 	Name:  	George
    Arison
	 	Title:	Managing
    Director
	 	 	 
	 	IRAKLY
    GEORGE LLC
	 	 	 
	 	By:	/s/
    George Arison
	 	Name:	George
    Arison
	 	Title:	Managing
    Director



 


[Signature
Page to Stockholder Letter Agreement]


 






     


     


    

 





	 	BMW I VENTURES SCS, SICAV RAIF
	 	 	 
	 	Duly represented by: BMW I VENTURES, INC.
	 	 	 
	 	Itself duly represented by:
	 	 	 
	 	 	/s/ Ulrich Quay
	 	Name:	Ulrich Quay
	 	Title:	Managing Partner
	 	 	 
	 	 	 
	 	 	/s/ Kasper Sage
	 	Name:  	Kasper Sage
	 	Title:	Partner


 


[Signature
Page to Stockholder Letter Agreement]


 



     


     


    

 


	 	Name of Security Holder (Print exact name)
	 	 	 
	 	By:	Global Private Opportunities Partners II LP 
	 	 	Signature
	 	 	 
	 	 	
	 	If not signing in an individual capacity:
	 	 	 
	 	Sami Ahmad
	 	Name of Authorized Signatory (Print)
	 	 	 
	 	Managing Director
	 	Title of Authorized Signatory (Print)
	 	 
	 	(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)



 


[Signature
Page to Stockholder Letter Agreement]





 






     


     


    

 


	 	Name
    of Security Holder (Print exact name)
	 	 	 
	 	By:	Global
    Private Opportunities Partners II Offshore Holdings LP
	 	 	Signature
	 	 	 
	 	 	
	 	If
    not signing in an individual capacity:
	 	 	 
	 	Sami
    Ahmad
	 	Name
    of Authorized Signatory (Print)
	 	 	 
	 	Managing
    Director
	 	Title
    of Authorized Signatory (Print)
	 	 
	 	(indicate
    capacity of person signing if signing as custodian, trustee, or on behalf of an entity)


 


[Signature
Page to Stockholder Letter Agreement]





 






     


     


    

 





	 	ALLIANCE
    VENTURES B.V.
	 	 	 
	 	A
    limited liability company duly incorporated in the
	 	Netherlands,
	 	Having
    its registered office at Boeing Avenue 275
	 	1119
    PD Shiphol-Rijk THE NETHERLANDS
	 	 	 
	 	By:	/s/
    Christian Noske
	 	Name:  	Christian
    Noske
	 	Title:	Chairman


 


[Signature
Page to Stockholder Letter Agreement]


 






     


     


    

 





	 	G2VP I, LLC
	 	for itself and as nominee for
	 	G2VP Founders Fund I, LLC
	 	 
	 	By: G2VP I ASSOCIATES, LLC
	 	Its: Managing Member
	 	 	 
	 	By:	/s/ Brook Porter
	 	Name:  	Brook Porter
	 	Title:	Managing Member


  


[Signature
Page to Stockholder Letter Agreement]


 






     


     


    

 





	 	DCM VENTURES CHINA FUND (DCM VIII), L.P.
	 	DCM VIII, L.P.
	 	DCM AFFILIATES FUND VIII, L.P.
	 	 
	 	By: DCM Investment Management VIII, L.P.
	 	Its: General Partner
	 	 	 
	 	By: DCM International VIII, L.P.
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Matthew C. Bonner
	 	Name:  	Matthew C. Bonner
	 	Title:	Authorized Signatory
	 	 	 
	 	DCM VENTURES CHINA FUND (DCM VIII), L.P.
	 	DCM VIII, L.P.
	 	DCM AFFILITATES FUND VIII, L.P.
	 	A-FUND, L.P.
	 	 	 
	 	By: DCM Investment Management VIII, L.P.
	 	Its: General Partner
	 	 	 
	 	By: DCM International VIII, L.P.
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Matthew C. Bonner
	 	Name:	Matthew C. Bonner
	 	Title:	Authorized Signatory




 


[Signature
Page to Stockholder Letter Agreement]


 



     


     


    

 


	 	THRESHOLD VENTURES I, LP.
	 	 
	 	By: Threshold Ventures I General Partner, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Emily Melton
	 	Name:  	Emily Melton
	 	Title:	Managing Partner
	 	 	 
	 	THRESHOLD VENTURES I PARTNERS FUND, LLC
	 	 	 
	 	By:	/s/ Emily Melton
	 	Name:	Emily Melton
	 	Title:	Managing Partner



 


[Signature Page to
Stockholder Letter Agreement]


 






     


     


    

 


	 	HIGHLAND
    CAPITAL PARTNERS 9 LIMITED
	 	PARTNERSHIP
	 	 
	 	By:
    Highland Management Partners 9 Limited Partnership
	 	Its:
    General Partner
	 	 
	 	By:
    Highland Management Partners 9, LLC
	 	Its:
    General Partner
	 	 	 
	 	By:	/s/
    Dan Nova
	 	Name:	Dan
    Nova
	 	Title:	General
    Partner
	 	 	 
	 	HIGHLAND
    CAPITAL PARTNERS 9-B LIMITED
	 	PARTNERSHIP
	 	 
	 	By:
    Highland Management Partners 9 Limited Partnership
	 	Its:
    General Partner
	 	 
	 	By:
    Highland Management Partners 9, LLC
	 	Its:
    General Partner
	 	 	 
	 	By:	/s/
    Dan Nova
	 	Name:  	Dan
    Nova
	 	Title:	General
    Partner
	 	 	 
	 	HIGHLAND
    ENTREPRENEURS’ FUND 9 LIMITED
	 	PARTNERSHIP
	 	 
	 	By:
    Highland Management Partners 9 Limited Partnership
	 	Its:
    General Partner
	 	 
	 	By:
    Highland Management Partners 9, LLC
	 	Its:
    General Partner
	 	 	 
	 	By:	/s/
    Dan Nova                 
	 	Name:	Dan
    Nova
	 	Title:	General
    Partner



 


[Signature
Page to Stockholder Letter Agreement]


 



     


     


    

 









	 	/s/
    Tobias Russell
	 	Tobias
    Russell
	 	 
	 	/s/
    George Arison
	 	George
    Arison
	 	 
	 	/s/
    Christian Ohler
	 	Christian
    Ohler
	 	 
	 	/s/
    Karan Gupta
	 	Karan
    Gupta
	 	 
	 	/s/
    Cindy Hanford
	 	Cindy
    Hanford
	 	 
	 	/s/
    Tracy Lessin
	 	Tracy
    Lessin
	 	 
	 	/s/
    Sean Foy
	 	Sean
    Foy
	 	 
	 	/s/
    Emily Melton
	 	Emily
    Melton
	 	 
	 	/s/
    Jason Krikorian
	 	Jason
    Krikorian
	 	 
	 	/s/
    Adam Nash
	 	Adam
    Nash
	 	 
	 	/s/
    Manish Patel
	 	Manish
    Patel


 


[Signature
Page to Stockholder Letter Agreement]


 






     


     


    

 


Exhibit
A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 





	Stockholder	 	Post-Merger Class A

 Common Stock	 
	Lithia Motors, Inc.	 		13,813,238	 
	IGA Holdings LLC	 	 	132,473	 
	Irakly George LLC	 	 	204,769	 
	BMW I Ventures SCS, SICAV RAIF	 	 	3,356,419	 
	Global Private Opportunities Partners II LP	 	 	1,432,178	 
	Global Private Opportunities Partners II Offshore Holdings LP	 	 	1,562,980	 
	Alliance Ventures B.V.	 	 	2,676,200	 
	G2VP I, LLC, for itself and as nominee for G2VP Founders Fund I, LLC	 	 	2,664,411	 
	DCM Ventures China Fund (DCM VIII), L.P.	 	 	2,136,148	 
	DCM VIII, L.P.	 	 	176,703	 
	DCM Affiliates Fund VIII, L.P.	 	 	52,633	 
	Threshold Ventures I, LP	 	 	1,985,677	 
	Threshold Ventures I Partners Fund	 	 	220,632	 
	Highland Capital Partners 9 Limited Partnership	 	 	1,454,925	 
	Highland Capital Partners 9-B Limited Partnership	 	 	626,695	 
	Highland Entrepreneurs’ Fund 9 Limited Partnership	 	 	126,997	 
	Tobias Russell	 	 	770,577	 
	George Arison	 	 	743,542	 
	Christian Ohler	 	 	531,505	 
	Karan Gupta	 	 	0	 
	Cindy Hanford	 	 	0	 
	Tracy Lessin	 	 	10,781	 
	Sean Foy	 	 	125,801	 
	Emily Melton	 	 	0	 
	Jason Krikorian	 	 	0	 
	Adam Nash	 	 	0	 
	Manish Patel	 	 	0