Exhibit 10.18


 


Execution Version


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into on October 13, 2020, effective as of the effective time of the Merger (as defined
below) (the “Effective Date”) by and among the Company (as defined below), Shift Platform, Inc. (f/k/a Shift Technologies,
Inc.) (“Shift”) and Tobias Russell (the “Executive”), collectively referred to herein as the “Parties.”


 


WHEREAS, Shift is being
merged (the “Merger”) with and into IAC Merger Sub, Inc. pursuant to that certain Merger Agreement dated as of June
29, 2020, by and between Shift Technologies, Inc., Insurance Acquisition Corp. and IAC Merger Sub, Inc. (the “Merger Agreement”),
pursuant to which Shift will be the surviving entity and will be a wholly owned subsidiary of Insurance Acquisition Corp.;


 


WHEREAS, Insurance Acquisition
Corp. is being renamed Shift Technologies, Inc. as of the effective time of the Merger (the “Company”) and Shift is
being renamed Shift Platform, Inc.;


 


WHEREAS, the Parties desire
to enter into this Agreement to reflect the Executive’s position and role in the Company’s business and to provide
for the Executive’s employment by Shift and role with the Company, upon the terms and conditions set forth herein;


 


WHEREAS, the Executive
has agreed to certain confidentiality and non-solicitation covenants contained hereunder, in consideration of the benefits provided
to the Executive under this Agreement; and


 


WHEREAS, this Agreement
replaces and supersedes all previous employment agreements or offer letters between the Executive and the Company (and any predecessor
thereto).


 


NOW, THEREFORE, in consideration
of the premises and of the mutual promises and covenants contained herein, the Company and the Executive, intending to be legally
bound, hereby agree as follows:


 


1. Employment.


 


(a) Term. This Agreement
is contingent upon the consummation of the Merger and shall commence on the Effective Date and shall continue until terminated
pursuant to the terms of this Agreement (the “Term”).


 






     


     


    

 


(b) Duties. During
the Term, the Executive shall continue to be employed by Shift and shall be Shift and the Company’s Co-Chief Executive Officer
and shall serve the Company faithfully and to the best of the Executive’s ability. The Executive shall devote the Executive’s
full business time, attention, skill and efforts to the performance of the duties required by or appropriate for the Executive’s
position with the Company. The Executive shall report to the Board of Directors of the Company (the “Board”) and shall
perform such duties commensurate with the Executive’s office as contained in the bylaws of the Company or as the Executive
shall reasonably be directed by the Board, including if requested, providing services to any parent, subsidiary or affiliate of
the Company (collectively with the Company, the “Company Entities” and each a “Company Entity”). The Executive’s
primary work location shall be at the Company’s headquarters (i.e., the primary work location of the senior management team,
currently in San Francisco, California), subject to applicable work-from-home policies and mandates and any other reasonable accommodations
as may be necessary or appropriate under the totality of the facts and circumstances as are not inconsistent with the Executive’s
ability to perform the essential functions of Executive’s employment. In addition, should the Company transition to a materially
different location for its headquarters, the Executive shall be permitted, but not required, to work remotely, provided that,
(i) such remote work situation shall not materially interfere with the Executive’s ability to perform the Executive’s
duties under this Agreement, and (ii) the Executive’s working hours shall be substantially aligned with the working hours
of the Shift workforce generally. The Executive shall engage in such reasonable business travel as may be required to perform
the Executive’s duties. References to Company throughout this Agreement shall refer to the Company Entities except where
the context clearly indicates otherwise.


 


(c) Best Efforts.
Except for vacation, absences due to temporary illness and absences resulting from Disability (as defined below), the Executive
shall devote the Executive’s business time, attention and energies on a full-time basis to the performance of the duties
and responsibilities referred to in subsection (b) above. The Executive shall not during the Term be engaged in any other business
activity which, in the reasonable judgment of the Board, would conflict with the ability of the Executive to perform the Executive’s
duties under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage. Nothing in
this Section shall prevent Executive from engaging in additional activities in connection with personal investments and community
affairs, including serving on corporate, civic, or charitable boards, or as a non-employee member of the boards of directors of
up to two (2) publicly traded or privately held companies and may continue to serve on any board of which the Executive was a
member as of the Effective Date; provided, however, that no such service or activities are materially inconsistent with Executive’s
duties under this Agreement.


 


2. Base Salary.
During the Term, the Company shall pay to the Executive a base salary of $490,000 annually for 2020 through 2021, and $590,000
commencing in 2022, which thereafter shall be subject to review and, at the option of the Board (or the Compensation Committee
of the Board to the extent delegated by the Board), subject to increase (such salary, as the same may be increased from time to
time as aforesaid, being referred to herein as the “Base Salary”). The Base Salary shall be reviewed on an annual
basis for increases in accordance with the review process for senior level executives of the Company. The Base Salary shall be
payable in accordance with the Company’s normal payroll practices.


 


3. Incentive Compensation.


 


(a) Annual Incentive
Compensation. For 2020, subject to the Executive’s continued employment with Shift through December 31, 2020, the Executive
shall be paid Seventy-Five Thousand Dollars ($75,000) between January 1, 2021 and March 15, 2021 (the “2020 Bonus”).
For subsequent periods, subject to the Executive’s continued employment with Shift through December 31 of the applicable
performance year, the Executive shall be entitled to participate in an annual bonus program established by the Company with a
target annual bonus amount measured as a percentage of the Executive’s Base Salary, which shall be set at not less than
two hundred percent (200%) of Executive’s Base Salary in the performance year, subject in all respects to achievement of
performance goals to be established by the Board or a subcommittee of the Board with responsibility for remuneration of the Company’s
executives (together with the 2020 Bonus, the “Annual Bonus”). Performance goals used for purposes of determining
the Executive’s Annual Bonus shall be established by the Board or the relevant subcommittee of the Board in consultation
with the Executive. Notwithstanding the forgoing, the Annual Bonus for 2021 shall be determined as set forth in Exhibit A attached
hereto, and Exhibit A shall control in the event of any conflict. Any Annual Bonus earned by the Executive shall be paid after
the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as other executives of
the Company; provided that in no event shall the Executive’s Annual Bonus be paid later than March 15 of the fiscal year
following the fiscal year for which it was earned.


 






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(b) Carve-Out Payment. In addition, the
Executive shall be eligible for a bonus equal to $1,592,955 payable in two payments (the “Carve-Out Payment”) as follows:


 


(i) Subject to the Executive’s
continued employment with Shift through the Merger, the Company shall pay the Executive, within three (3) Business Days of the
Merger, a percentage of the Executive’s total Carve-Out Payment determined by multiplying the Executive’s completed
months of service with the Company, measured from the Executive’s date of hire through the date of the Merger by 2.0833%
(but no greater than 100%); and


 


(ii) Subject to the Executive’s
continued employment with Shift through the first (1st) anniversary of the Merger, the Company shall pay the remaining
balance of the Executive’s total Carve-Out Payment, if any, without interest, on the first payroll date following the first
(1st) anniversary of the Merger.


 


(c)
Long-Term Incentive Compensation.


 


(i) The Executive shall
be eligible to participate in all equity compensation plans and programs in place at the Company and shall receive such grants
as may be provided from time to time by the Company to its officers. Any equity awards made by the Company to the Executive shall
be subject to the terms and conditions set forth in the Company’s equity compensation plan and form of grant agreement,
as may be amended from time to time. Notwithstanding the forgoing, the Executive shall be awarded an equity grant (the “2020
Equity Grant”) substantially in the form attached hereto as Exhibit B within five (5) Business Days following the date that
a Securities and Exchange Commission Registration Statement on Form S-8 (the “Form S-8”) with respect to the Company’s
2020 Omnibus Equity Compensation Plan becomes effective; provided that the Company shall use commercially reasonable best efforts
to timely file the Form S-8 as soon as practicable under applicable law. Notwithstanding the forgoing, the Company’s obligation
to grant the 2020 Equity Grant is contingent upon (i) the consummation of the Merger, (ii) approval of the Company’s 2020
Omnibus Equity Compensation Plan by the shareholders of the Company, and (iii) the Form S-8 becoming effective.


 


(ii) Subject to Executive’s
continued employment, all outstanding equity awards made pursuant to the Shift 2014 Stock Incentive Plan (including for the avoidance
of doubt, any outstanding performance portion thereof) (the “Legacy Equity Awards”), shall fully vest as of March
31, 2021.


 




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4. Benefits. During
the Term, the Executive shall be eligible to participate in certain retirement and welfare benefit plans and programs made available
to the Company’s executives as a group, as such retirement and welfare plans may be in effect from time to time and subject
to the eligibility requirements of such plans. Except as expressly provided for herein, nothing in this Agreement shall prevent
the Company from amending or terminating any incentive, equity compensation, retirement, welfare or other employee benefit plans,
programs, policies or perquisites from time to time as the Company deems appropriate.


 


5. Paid Time Off.
During the Term, the Executive shall be entitled to paid time off (vacation, holiday, and sick leave), in accordance with the
Company’s policies; provided, however, that the Executive may take five (5) weeks of paid time off annually.


 


6. Reimbursement of
Expenses. During the Term, the Company shall reimburse the Executive, in accordance with the policies and practices of the
Company in effect from time to time, for all reasonable and necessary traveling expenses and other disbursements incurred by the
Executive for or on behalf of the Company in connection with the performance of the Executive’s duties hereunder upon presentation
by the Executive to the Company of appropriate documentation therefore.


 


7. Indemnification.
Executive, as an officer and/or director, shall be entitled to indemnification from the Company to the fullest extent permitted
by applicable Delaware law. This indemnification shall include Executive's right to request the Company to advance to Executive
his reasonable attorneys' fees and expenses as such fees and expenses are incurred (subject to an undertaking by Executive to
repay such advances if it is ultimately determined that Executive is not entitled to be indemnified by the Company as authorized
under applicable law). No amendment, modification or repeal of the indemnity provisions in the governing documents of the Company
shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any
amendment, modification or repeal. The rights in this section shall not be exclusive of any other right that Executive may have
or hereafter acquire with respect to indemnification and advancement and payment of expenses.


 


8. Termination without
Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined
below), other than due to Disability, or by the Executive for Good Reason (as defined below), the provisions of this Section 8
shall apply.


 


(a) The Company may terminate
the Executive’s employment with Shift at any time without Cause with prior written notice to the Executive and the Executive
may resign for Good Reason (as defined below).


 


(b) Unless the Executive
complies with the Release Requirement (as defined below), no other payments or benefits shall be due under this Agreement to the
Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2, any
benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company and payment
of any Carve-Out Payment not previously paid (which shall be paid at the time provided for in Section 3(b)) (the “Accrued
Obligations”).


 




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(c) Notwithstanding the
provisions of Section 8(b), upon termination under Section 8(a) above, subject to the Release Requirement, and so long as the
Executive continues to comply with the provisions of Section 16 below, in addition to the Accrued Obligations, the Executive shall
be entitled to receive the following:


 


(i) Continuation of the
Executive’s Base Salary for twelve (12) months (the “Severance Term”), at the rate in effect for the year in
which the Executive’s date of termination occurs (but no less than the amount scheduled to be in effect when a payment is
made pursuant to Section 2), which amount shall be paid in regular payroll installments over the applicable period following the
Executive’s termination date;


 


(ii) A prorated Annual
Bonus for the year in which the Executive’s termination of employment occurs, which shall be determined by multiplying the
Executive’s Annual Bonus, determined based on actual performance of Company goals, without negative discretion, and provided
that any personal goals shall be considered to be fulfilled, by a fraction, the numerator of which is the number of days during
which the Executive was employed by the Company in the year in which the termination date occurs and the denominator of which
is 365. The prorated Annual Bonus, if any, shall be paid at the same time as bonuses are paid to other employees of the Company,
but not later than March 15 of the fiscal year following the fiscal year for which it was earned;


 


(iii)
Any unpaid Carve-Out Payments, paid at the time set forth in Section 3(b);


 


(iv) The vesting of all
then-outstanding Legacy Equity Awards. For the avoidance of doubt, such vesting shall be delayed to account for the Release Requirement
and during such delay, such Legacy Equity Awards shall not be cancelled pending the fulfillment of the Release Requirement; and


 


(d) If the Executive timely
and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),
then continued health (including hospitalization, medical, dental, vision etc.) insurance coverage substantially similar in all
material respects as the coverage provided to the Company’s then other active senior executives for twelve (12) months;
provided that the Executive shall pay an amount equal to the amount active employees pay for such coverage as of the date of the
Executive’s termination (the “Monthly COBRA Costs”) and the period of COBRA health care continuation coverage
provided under section 4980B of the Internal Revenue Code, as amended and the regulations and guidance promulgated thereunder
(the “Code”) shall run concurrently with the period; provided further that, notwithstanding the foregoing, the amount
of any benefits provided by this Section 8(d) shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative
benefits by virtue of the Executive’s subsequent or other employment. The Executive acknowledges that the payments pursuant
to this Section 8(d) are taxable and subject to applicable withholding and payroll taxes.


 






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9. Voluntary Termination.
The Executive may voluntarily terminate the Executive’s employment for any reason or no reason, with prior written notice.
In such event (other than a resignation with Good Reason), after the effective date of such termination, no payments shall be
due under this Agreement, except that the Executive shall be entitled to the Accrued Obligations, except that, to the extent such
voluntary resignation (without Good Reason) is approved in advance by action of the Board, subject to the Release Requirement,
any then-outstanding Legacy Equity Awards shall continue to vest in accordance with its schedule. For the avoidance of doubt,
such vesting shall be delayed to account for the Release Requirement and during such delay, such Legacy Equity Awards shall not
be cancelled pending the fulfillment of the Release Requirement.


 


10.
[Reserved].


 


11. Death; Disability.
If the Executive’s employment is terminated by the Company by reason of death or, subject to the requirements of applicable
law, Disability (as defined below), upon the Executive’s date of termination or death, no payments shall be due under this
Agreement, except that the Executive (or in the event of the Executive’s death, the Executive’s executor, legal representative,
administrator or designated beneficiary, as applicable), shall be entitled to the Accrued Obligations, including any unpaid Carve-Out
Payments. Subject to the Release Requirement, the Executive (or the Executive’s legal representative) shall be entitled
to:


 


(i)
Any unpaid Carve-Out Payments, paid at the time set forth in Section 3(b); and


 


(ii) The vesting of all
then-outstanding Legacy Equity Awards. For the avoidance of doubt, such vesting shall be delayed to account for the Release Requirement
and during such delay, such Legacy Equity Awards shall not be cancelled pending the fulfillment of the Release Requirement.


 


12. Cause. The
Company may terminate the Executive’s employment at any time for Cause upon written notice to the Executive, in which event
all payments under this Agreement shall cease, except for the Accrued Obligations.


 


13. Change of Control.


 


(a) Legacy Equity.
Immediately prior to a Change of Control (as defined below), any then-outstanding Legacy Equity Awards shall vest.


 






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(b) Application of Section
280G. If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment
or benefits received in connection with a Change of Control or the Executive’s termination of employment, whether pursuant
to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred
to herein as the “280G Payment”) constitute “parachute payments” within the meaning of Code Section 280G
and will be subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”), then the 280G Payment shall
be equal to the Reduced Amount. The “Reduced Amount” shall be either (i) the largest portion of the 280G Payment that
would result in no portion of the 280G Payment being subject to the Excise Tax, or (ii) the largest portion of the 280G Payment,
up to and including the total 280G Payment, whichever amount, after taking into account all applicable federal, state and local
employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s
receipt, on an after-tax basis, of the greater amount of the 280G Payment, notwithstanding that all or some portion of the 280G
Payment may be subject to the Excise Tax. In making the determination described above, the Company, in its sole and absolute discretion,
shall make a reasonable determination of the value to be assigned to any restrictive covenants in effect for the Executive, and
the amount of the 280G Payment shall be reduced by the value of those restrictive covenants to the extent consistent with Code
Section 280G. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the 280G
Payment equals the Reduced Amount, the amounts payable or benefits to be provided to the Executive shall be reduced such that
the economic loss to the Executive as a result of the “parachute payment” elimination is minimized. In applying this
principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A and where two economically
equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis
but not below zero. All determinations to be made under this Section 13 shall be made by an independent accounting firm, consulting
firm or other independent service provider selected by the Company immediately prior to the Change of Control (the “Firm”),
which shall provide its determinations and any supporting calculations both to the Company and the Executive within ten (10) days
of the Change of Control. Any such determination by the Firm shall be binding upon the Company and the Executive. All of the fees
and expenses of the Firm in performing the determinations referred to in this Section 13 shall be borne solely by the Company.


 


14. Definitions.


 


(a) Cause. For purposes
of this Agreement, “Cause” shall mean the Executive’s action, or failure to act, during the Executive’s
employment with the Company that is determined to constitute any of the following: (i) performance of any act or failure to perform
any act in bad faith and to the detriment of any Company Entities; (ii) dishonesty, intentional misconduct or material breach
of any agreement with any Company Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person. Prior to any termination for Cause pursuant to each such event listed in (i) or (ii) above, to the
extent such event(s) is capable of being cured by the Executive, the Company shall give the Executive written notice thereof describing
in reasonable detail the circumstances constituting Cause and the Executive shall have the opportunity to remedy same within thirty
(30) days after receiving written notice.


 


(b) Change of Control.
For purposes of this Agreement, a “Change of Control” shall have the same meaning ascribed to such term under the
Company’s 2020 Omnibus Equity Compensation Plan, as in effect on the date hereof and as may be amended from time to time,
or such successor plan.


 


(c) Disability. For
purposes of this Agreement, “Disability” shall mean the Executive has been unable to perform the essential functions
of the Executive’s position with the Company, either with or without a reasonable accommodation, by reason of physical or
mental incapacity for a period of six consecutive months, subject to any obligations or limitations imposed by federal, state
or local laws, including any duty to accommodate Executive under the federal Americans with Disabilities Act or applicable state
law.


 






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(d) Good Reason.
For purposes of this Agreement, “Good Reason” shall mean the occurrence of one or more of the following, without the
Executive’s consent: (i) material diminution of the Executive’s authority, duties or responsibilities; (ii) a material
diminution in the Executive’s compensation as set forth in Sections 2 and 3(a) hereof; (iii) a change in the Executive’s
reporting obligations so that the Executive must report to someone other than the Board; or (v) any action or inaction that constitutes
a material breach by the Company of a material provision of this Agreement. The Executive must provide written notice of termination
for Good Reason to the Company within sixty (60) days after the event constituting Good Reason first occurs, which notice shall
state such Good Reason in reasonable detail. The Company shall have a period of thirty (30) days in which it may correct the act
or failure to act that constitutes the grounds for Good Reason as set forth in the Executive’s notice of termination. If
the Company does not correct the act or failure to act, the Executive must terminate the Executive’s employment for Good
Reason within sixty (60) days after the end of the cure period, in order for the termination to be considered a Good Reason termination.


 


(e) Release Requirement.
Notwithstanding anything herein to the contrary, the Executive shall not be entitled to receive any payment that is subject to
the requirements of this Section 14(e) (the “Release Requirement”) unless, in each case, the Executive (or the Executive's
legal representative) has executed and delivered to the Company a general release in the form attached hereto as Exhibit C (subject
to updates for changes in law and facts, as reasonably determined by the Company) (the “General Release”), which General
Release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after the Executive's
termination of employment (the “Release Effective Date”). To the extent that any payment subject to the Release Requirement
is deferred compensation under Section 409A that is not otherwise exempt from the application of Section 409A, and if the sixty
(60) calendar day period referenced in the preceding sentence spans two calendar years, then, solely to the extent necessary to
avoid the incurrence of adverse personal tax consequences under Section 409A, the payment of such amount will not occur until
the second calendar year.


 


15. Representations,
Warranties and Covenants of the Executive.


 


(a)
Restrictions. The Executive represents and warrants to the Company that:


 


(i) There are no restrictions,
agreements or understandings whatsoever to which the Executive is a party which would prevent or make unlawful the Executive’s
execution of this Agreement or the Executive’s employment hereunder, which is or would be inconsistent or in conflict with
this Agreement or the Executive’s employment hereunder, or would prevent, limit or impair in any way the performance by
the Executive of the obligations hereunder; and


 


(ii) The Executive has
disclosed to the Company all restraints, confidentiality commitments, and other employment restrictions that the Executive has
with any other employer, person or entity.


 


(b) Obligations to Former
Employers. The Executive covenants that in connection with the Executive’s provision of services to the Company, the
Executive shall not breach any obligation (legal, statutory, contractual, or otherwise) to any former employer or other person,
including, but not limited to, obligations relating to confidentiality and proprietary rights.


 






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(c) Obligations upon
Termination. Upon and after the Executive’s termination or cessation of employment with the Company and until such time
as no obligations of the Executive to the Company hereunder exist, the Executive shall (i) provide a complete copy of this Agreement
to any person, entity or association which the Executive proposes to be employed, affiliated, engaged, associated or to establish
any business or remunerative relationship prior to the commencement of any such relationship and (ii) shall notify the Company
of the name and address of any such person, entity or association prior to the commencement of such relationship.


 


16. Restrictive Covenants.


 


(a) Non-Solicitation.
In consideration of the promises contained herein and the consideration to be received by the Executive hereunder (including,
without limitation, the potential compensation described in Sections 8, 9, 11 and 13, if any), without the prior written consent
of the Company, during the Term (and except for the benefit of the Company Entities) and for a period of twelve (12) months immediately
following the Executive’s separation from the Company, however caused, the Executive shall not, directly or indirectly,
either for or on behalf of himself or any other person or entity, solicit or induce or attempt to solicit or induce any employee,
consultant or independent contractor of any Company Entity, to discontinue employment or engagement with such Company Entity;
or otherwise interfere or attempt to interfere with the relationships between the any Company Entity, and their employees, consultants,
or independent contractors. This provision does not apply to any employee or contractor who responds to a general advertisement
not targeted at any specific employees or contractors of any Company Entity or to any employee or contractor who independently
seeks employment with the Executive’s subsequent employer through no solicitation or contact by the Executive.


 


(b) Non-Disparagement.
The Executive shall not disparage the Company Entities or their respective officers, directors, investors, employees, and affiliates
or make any public statement reflecting negatively on the Company Entities or their respective officers, directors, investors,
employees, and affiliates, including (without limitation) any matters relating to the operation or management of the Company Entities,
irrespective of the truthfulness or falsity of such statement. The Company shall instruct and take all reasonable steps to cause
its officers and members of the Board not to disparage the Executive on any matters relating to the Executive’s services
to the Company Entities, business, professional or personal reputation or standing in the Company’s industry, irrespective
of the truthfulness or falsity of such statement. Nothing in the section shall prohibit the Parties from testifying truthfully
in any forum or to any governmental agency.


 


(c) Proprietary Information.
At all times the Executive shall hold in strictest confidence and will not disclose, use, lecture upon or publish any Proprietary
Information (defined below) of the Company Entities, except as such disclosure, use or publication may be required in connection
with the Executive’s work for the Company Entities, or unless the Company expressly authorizes such disclosure in writing
or it is required by law or in a judicial or administrative proceeding in which event the Executive shall promptly notify the
Company of the required disclosure and assist the Company if a determination is made to resist the disclosure. For purposes of
this Section 16(c), “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data
or information of the Company or its respective affiliated entities, including (without limitation) any information relating to
financial matters, investments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes,
know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship; provided,
that it shall not include any information that is known to the Company to be publicly available.


 






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(d)
Invention Assignment.


 


(i) Company Ownership.
Executive acknowledges and agrees that the Company owns, and has all rights, title and interests in and to, the Company Property
(as defined below). To the extent that any Company Property is capable of protection by copyright as a work made for hire, such
Company Property is a work made for hire, as defined in the United States Copyright Act (17 U.S.C. Section 101), and ownership
of all copyrights worldwide (including all renewals and extensions) therein vests in the Company from the time of creation. To
the extent not already vested in or assigned to the Company, Executive agrees to and does hereby irrevocably assign, transfer
and grant to the Company, its successors and assigns, all rights, title and interests in and to any and all Company Property,
free and clear of all liens and encumbrances, and without further consideration. The Company, and its successors and assigns,
accept all such rights, title and interests. To the extent Executive retains any Moral Rights (as defined below), Executive hereby
irrevocably waives, to the extent permitted by applicable law, such Moral Rights (and any claims for such rights) as may have
existed in the past, exist now or come into existence in the future.


 


(ii) “Work Product”
means any and all discoveries, inventions, concepts, formulas, ideas, confidential or proprietary information, know-how, trade
secrets, techniques, technologies, research, development, prototypes, designs, engineering and manufacturing information, processes,
products, services, methods, systems, improvements, modifications, derivative works, specifications, requirements, data, parameters,
drawings, reports, hardware, algorithms, flow charts, software (including all programs, code, firmware, source code, object code,
executable code and related documentation), works of authorship, proposals, customer, sales, marketing, and purchasing information,
other information and materials, and any and all tangible embodiments of any of the foregoing (in each case whether or not technical,
business or financial, and whether or not patentable, copyrightable or registerable) that may be, are, have been, or were created,
conceived, reduced to practice, prepared, contributed, developed or learned by Executive, either alone or jointly with others,
resulting from or in the course of employment with the Company Entities. For purposes of clarity and avoidance of doubt, Work
Product shall not include any of the above to the extent developed in the course of the Executive’s provision of services
as a member of the board of directors of another company as permitted pursuant to Section 1(c).


 


(iii) “Company
Property” means any and all Work Product as well as any and all trade secrets, trademarks, service marks, associated
goodwill, patents (including utility models, utility patents and design patents), copyrights, design rights, economic rights,
mask works, database rights, the right of priority, publicity rights, privacy rights, shop rights, and all other intellectual
property or proprietary rights in and to the Work Product, in any jurisdictions throughout the worldwide, whether registered or
unregistered, whether published or not published, including all applications, including all registrations, certificates, governmental
grants, and renewals for any of the foregoing, and including all rights to claim priority, file applications, and obtain grants,
renewals and extensions in connection with any of the foregoing, all rights to assert, defend and recover title in connection
with any of the foregoing, and all rights to sue and recover for any past, present and future infringement, misappropriation,
violation, injunctive relief, damages, lost profits, royalties, and payments in connection with any of the foregoing, in each
case, as may have existed in the past, exist now, or come into existence in the future throughout the world. To the fullest extent
allowed by law, the Company Property includes any and all rights of paternity, integrity, disclosure and withdrawal and any other
rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,”
or the like in and to the Work Product (the “Moral Rights”).


 






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(iv) Prior Materials.
If the Executive utilizes or incorporates any Prior Materials (as defined below) in connection with or into any Company Property
or any business, operation, products or services of any of the Company or the Company Entities, (i) the Executive shall inform
the Company of such utilization or incorporation, in writing, in advance of such utilization or incorporation, and (ii) whether
or not the Executive complies with the foregoing provision, to the maximum extent permitted by applicable law, the Company and
the Company Entities are hereby granted a nonexclusive, fully-paid up, royalty-free, perpetual, irrevocable, worldwide license
(including the right to sublicense for multiple tiers) under the Prior Materials and all intellectual property rights therein
to use, execute, reproduce, transmit, display, perform, prepare derivative works based upon and distribute (internally and externally)
copies of any and all Prior Materials and derivative works thereof, to use, make, sell, offer to sell, import and export any and
all products, methods and services, and to perform any and all activities that may constitute direct or indirect infringement
of any of the intellectual property rights in the Prior Materials. “Prior Materials” means any and all inventions,
improvements, developments, formulas, procedures, methods, processes, techniques, concepts, discoveries, works of authorship and
other information and materials owned by the Executive or in which the Executive has an interest, including listed on Exhibit
D. Executive shall provide Exhibit D, to be attached to this Agreement no later than November 30, 2020.


 


(v) Further Assistance.
The Executive will deliver promptly to the Company or its designee (without charge to the Company but at the expense of the Company)
such written instruments and do such other acts as may be necessary to preserve the property rights, to obtain, maintain and enforce
applications and registrations, and to effect or perfect the rights and ownership of the Company, its successors, and assigns
in connection with any Company Property, including (i) executing assignments, declarations, powers of attorney and other documents
related to any Company Property, (ii) rendering assistance in making, filing, prosecuting, maintaining and registering applications
related to any Company Property, and (iii) rendering assistance in connection with defending and enforcing any Company Property.
The Executive hereby irrevocably designates and appoints the Company, its successors and assigns and their designees, as Executive’s
agent and attorney-in-fact, with full power of substitution and revocation, to act for and on behalf of the Executive, to execute,
verify and file any such document and to do all other lawfully permitted acts to further the purposes of Section, with the same
force and effect as if the Executive had signed the documents or taken those actions itself.


 


(vi) Records. The
Executive agrees to keep accurate, complete and timely records of all Work Product. The Executive agrees to promptly and fully
disclose and describe all Company Property in writing to the Company.


 




    11


     


    

 


(vii) Exclusions.
The Executive understands and acknowledges that the Executive has been advised, pursuant to Section 2872 of the California Labor
Code, that the provisions of this Agreement requiring the assignment of inventions do not apply to any invention that qualifies
fully under Section 2870 of the California Labor Code, which provides:


 


		“(a)	Any
                                         provision in an employment agreement which provides that an employee shall assign, or
                                         offer to assign, any of his or her rights in an invention to his or her employer shall
                                         not apply to an invention that the employee developed entirely on his or her own time
                                         without using the employer’s equipment, supplies, facilities, or trade secret information
                                         except for those inventions that either:



 


		(1)	Relate at
                                         the time of conception or reduction to practice of the invention to the employer’s
                                         business, or actual or demonstrably anticipated research or development of the employer;
                                         or



 


		(2)	Result from any work performed
                                         by the employee for the employer.”



 


(e) Return of Property.
Upon termination of the Executive’s employment with the Company for any reason, voluntarily or involuntarily, and at any
earlier time the Company requests, the Executive will deliver to the person designated by the Company all originals and copies
of all documents and property of the Company in the Executive’s possession, under the Executive’s control or to which
the Executive may have access. The Executive will not reproduce or appropriate for the Executive’s own use, or for the use
of others, any property, Proprietary Information or Work Product.


 


(f) Permitted Conduct.
Notwithstanding the foregoing restrictions, nothing in this Agreement shall (i) prohibit the Executive from owning a five (5%)
percent or smaller interest in any corporation required to file period reports with the United States Securities and Exchange
Commission, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny
the Executive the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment;
(iii) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding
brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization
or filing, testifying, participating in, or otherwise assisting in a proceeding relating to an alleged violation of any federal,
state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission
or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment
Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from
making any disclosure of information required by process of law; or (vi) pursuant to the Defend Trade Secrets Act of 2016, prevent
the Executive from disclosing trade secrets where the disclosure is made: (x) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected
violation of law; (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal;
or (z) to an attorney for use in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting
a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court order.


 






    12


     


    

 


17.
Miscellaneous Provisions.


 


(a)
Entire Agreement; Amendments.


 


(i) This Agreement and
the other agreements referred to herein contain the entire agreement between the Parties hereto and supersede any and all prior
agreements and understandings concerning the Executive’s employment by the Company.


 


(ii) This Agreement shall
not be altered or otherwise amended, except pursuant to an instrument in writing signed by each of the Parties hereto.


 


(b) Descriptive Headings.
Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provisions of
this Agreement. When the context admits or requires, words used in the masculine gender shall be construed to include the feminine,
the plural shall include the singular, and the singular shall include the plural.


 


(c) Notices. All
notices or other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if delivered
personally, telecopied, sent by nationally-recognized, overnight courier or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the Parties at the following addresses (or at such other address for a party as shall be specified
by like notice):


 


		(i)	if to the Company,
                                         to:



 


General Counsel


Shift Technologies, Inc.


2525 16th Street, Suite 316, San Francisco, CA 94103


(650) 246-9966


amandab@shift.com


 


with a copy to:


 


Matthew J. Renaud


Jenner & Block LLP


353 N. Clark Street, Chicago, IL 60654


(312) 923-2958


MRenaud@jenner.com


 


		(ii)	if to the Executive,
                                         to the address in the Company’s personnel records.



 


All such notices and other
communications shall be deemed to have been delivered and received (A) in the case of personal delivery, on the date of such delivery,
(B) in the case of delivery by telecopy, on the date of such delivery, (C) in the case of delivery by nationally-recognized, overnight
courier, on the Business Day following dispatch, and (D) in the case of mailing, on the third Business Day following such mailing.
As used herein, “Business Day” shall mean any day that is not a Saturday, Sunday or a day on which banking institutions
in the state of California are not required to be open.


 






    13


     


    

 


(d) Counterparts.
This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. This Agreement may be executed and delivered by facsimile.


 


(e) Governing Law.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of California applicable
to contracts made and performed wholly therein without regard to rules governing conflicts of law, provided that, the parties
agree that the definition of a Change of Control shall be governed by Delaware law.


 


(f)
Non-Exclusivity of Rights; Resignation from Boards; Clawback.


 


(i) Nothing in this Agreement
shall prevent or limit the Executive’s continuing or future participation in or rights under any benefit, bonus, incentive
or other plan or program provided by the Company and for which the Executive may qualify; provided, however, the Executive hereby
waives the Executive’s right to receive payments under any severance plan or similar program applicable to employees of
the Company.


 


(ii) Except as otherwise
determined by the Board, if the Executive’s employment with the Company terminates for any reason, the Executive shall immediately
resign from all boards of directors of the Company Entities, and any other entities for which the Executive serves as a representative
of the Company and any committees thereof, provided that, prior to Executive’s termination of employment, the Executive
may petition the Board in writing for the Board to waive Executive’s required resignation from the Board following Executive’s
termination. The Board will take formal action on such petition within 10 Business Days of its receipt thereof.


 


(iii) The Executive agrees
that the Executive will be subject to any compensation clawback, recoupment and anti-hedging policies that may be applicable to
the Executive as an executive of the Company, as in effect from time to time and as approved by the Board or a duly authorized
committee thereof.


 


(g) Benefits of Agreement;
Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective heirs, executors, administrators, legal representatives, successors and assigns of the Parties hereto, except
that the duties and responsibilities of the Executive under this Agreement are of a personal nature and shall not be assignable
or delegable in whole or in part by the Executive. The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within
fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent as the Company would be required to perform if no such succession had taken place and the Executive acknowledges that in
such event the obligations of the Executive hereunder, including but not limited to those under Sections 15 or 16, will continue
to apply in favor of the successor. Without limitation, the Company may move the Executive’s employment from Shift to the
Company, or another Company Entity at which other officers of the Company are employed.


 






    14


     


    

 


(h) Waiver of Breach.
No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity
shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and
as often as may be deemed expedient or necessary by such party in its sole discretion.


 


(i) Severability.
In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in
any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make
such provision valid, binding and enforceable, or if such provision cannot be modified or restricted, then such provision shall,
as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the binding effect and enforceability
of the remaining provisions of this Agreement, to the extent the economic benefits conferred upon the Parties by virtue of this
Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality
or unenforceability with respect to such provisions shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


(j) Remedies. All
remedies hereunder are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted
by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such
remedy or to preclude the exercise of any other remedy. The Executive acknowledges that in the event of a breach of any of the
Executive’s covenants contained in Sections 15 or 16, the Company shall be entitled to immediate relief enjoining such violations
in any court or before any judicial body having jurisdiction over such a claim.


 


(k) Survival. The
respective rights and obligations of the Parties hereunder shall survive the termination of this Agreement to the extent necessary
to the intended preservation of such rights and obligations.


 


(l) Jurisdiction.
Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any California state court or federal court of the United States of America sitting in the state of California, and any appellate
court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any related agreement or for
recognition or enforcement of any judgment. Each of the Parties hereto hereby irrevocably and unconditionally agrees that jurisdiction
and venue in such courts would be proper, and hereby waive any objection that such courts are an improper or inconvenient forum.
Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereto irrevocably
and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any related agreement
in any California state or federal court. Each of the Parties hereto irrevocably waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 






    15


     


    

 


(m) Withholding.
All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any
payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or
governmental rule or regulation. The Executive shall bear all expense of, and be solely responsible for, all federal, state and
local taxes due with respect to any payment received under this Agreement.


 


(n)
Compliance with Section 409A of the Code.


 


(i) This Agreement is
intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable. Severance benefits
under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption,
to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable.
Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in
a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement, the term “termination
of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section 409A
of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar
year of a payment. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment and
the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind
benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code.
Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution
of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that
is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable
year.


 


(ii) Notwithstanding anything
herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities
which are publicly traded on an established securities market and the Executive is a “specified employee” (as such
term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise
payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under
section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder
(without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid
within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and the ‘separation pay exception’
under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following
the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the
Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive
on the first payroll date that occurs after the date that is six months following Executive’s separation of service with
the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld
on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty
(60) days after the date of the Executive’s death.


 


(o) Attorneys’ Fees.
The Company shall reimburse Executive for his reasonable legal fees incurred in connection with review of and revisions to this
Agreement, in an amount not to exceed Seven Thousand Five Hundred dollars ($7,500).


 


[Signature page follows]


 






    16


     


    

 


IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the date and year first above written.


 


	 	SHIFT
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/
    George Arison
	 	Name: 
    	George
    Arison
	 	Title:	Co-Chief
    Executive Officer and Chairman
	 	 	 
	 	SHIFT
    PLATFORM, INC.
	 	 	 
	 	By:	/s/
    George Arison
	 	Name:
    	George
    Arison
	 	Title:	Co-Chief
    Executive Officer and Chairman
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	By:
    	/s/
    Toby Russell
	 	Name:
    	Toby
    Russell


 


[Signature Page to
Employment Agreement]


 




    17


     


    

 


Exhibit A


 


2021 Annual Bonus
Program


 


The following terms and conditions shall
govern the Annual Bonus of the Executive for the performance year of 2021, which Annual Bonus will be paid in accordance with
Section 3(a) of the Employment Agreement in 2022.


 


Subject to the Executive’s continued
employment with Shift through the date the 2021 Annual Bonus is paid, the Executive shall be eligible for an Annual Bonus of:


 


		●	200%
                                         of the Executive’s 2021 Annual Salary if the Company (on a consolidated basis)
                                         meets the performance goals for 2021 to be established by the Company’s Compensation
                                         Committee for senior executives of the Company, based on the Company’s 2021 budget
                                         as approved by the Board. The Compensation Committee shall determine such performance
                                         goals no later than December 31, 2020 following consultation with the Co-CEOs.



 


		●	An
                                         additional 100% of Executive’s 2021 Annual Salary if the Company (on a consolidated
                                         basis) meets the performance goals for 2021 to be established by the Company’s
                                         Compensation Committee, based on stretch goals when compared to the Company’s 2021
                                         annual budget as approved by the Board. The Compensation Committee shall determine such
                                         performance goals no later than December 31, 2020 following consultation with the Co-CEOs.



 




    18


     


    

 


Exhibit B


 


Form of Award
pursuant to the


Company’s
2020 Omnibus Equity Compensation Plan


 


[Attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    19


     


    

 


SHIFT TECHNOLOGIES,
INC.


2020 OMNIBUS EQUITY
COMPENSATION PLAN


 


RSU AGREEMENT


 


THIS
AGREEMENT (this “Agreement”), dated _____________, 2020 (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. 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 3,044,272 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. Certain
of the RSUs shall vest based on the passage of time (“Time RSUs”) and certain of the RSUs shall vest upon the
achievement of specified performance metrics (“Performance RSUs” or “PSUs”). For purposes
of clarity, references to “RSUs” include both Time RSUs and PSUs. 2,283,204 RSUs subject to this award are Time RSUs
and 761,068 RSUs subject to this award are Performance RSUs. The Time RSUs and Performance RSUs shall vest in accordance with
the vesting schedules 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:


 


		a.	1,522,136 RSUs
                                         shall vest quarterly over the two (2) year period following the Vesting Commencement
                                         Date such that 1/8th of such amount shall vest on the last day of the three
                                         (3) month period following the Vesting Commencement Date and 1/8th of such
                                         amount will vest on the last day of each of the seven (7) successive three (3) month
                                         periods thereafter; and



 


		b.	761,068 RSUs shall vest quarterly
                                         over the two (2) year period commencing on the second (2nd) anniversary of
                                         the Vesting Commencement Date such that 1/8th of such amount shall vest on
                                         the last day of the three (3) month period following the second (2nd) anniversary
                                         of the Vesting Commencement Date and 1/8th of such amount will vest on the
                                         last day of each of the seven (7) successive three (3) month periods thereafter.



 






     


     


    

 


(ii) Time
RSUs will vest in whole numbers; any fractional amounts will be rounded down and will be available to vest (in whole numbers)
in the next vesting period.


 


(iii) 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)
Performance RSUs.


 


(i) The
RSUs designated as PSUs shall vest, subject to the Grantee’s continuous employment with the Company (or an Affiliate of
the Company), on a quarterly basis, provided that the applicable Performance Hurdle for the applicable Performance Year has been
met (as such terms are provided in the table below), and the following rules shall apply to such vesting:


 


a. If a Performance
Hurdle has not been met by the end of a quarterly vesting period, the PSUs available to vest during such quarter shall be available
to vest in the next quarterly vesting period within that Performance Year and shall vest, if applicable, on the last day of the
quarterly vesting period in which the Performance Hurdle is met.


 


b. If
the Performance Hurdle for the 3rd Performance Year is not met, the PSUs available to vest in such 3rd Performance
Year remain eligible to vest in any applicable quarter of the 4th Performance Year if the 4th Performance
Year’s Performance Hurdle is met during that year, such vesting to occur on the last day of such quarterly vesting period.
Subject to the preceding sentence, if a Performance Hurdle for a Performance Year is not met, the PSUs eligible to vest with respect
to that Performance Year shall immediately terminate and become null and void.


 


c. PSUs will
vest in whole numbers; any fractional amounts will be rounded down and will be available to vest (in whole numbers) in the next
vesting period.


 


	Performance
    Year		Percentage
    of PSUs available to vest in a Quarterly Vesting Period		Performance
    Hurdle
	The
    one year period commencing on the second anniversary of the Vesting Commencement Date (the “3rd
    Performance Year”)	 	12.5%
    on the last day of each of the first, second, third and fourth quarters of the 3rd
    Performance Year	 	The
                                         Company’s stock price closes at $23 or greater for 30 Trading Days out of any 45
                                         consecutive Trading Days during the 3rd
                                         Performance Period

                                                                                 

                                                                                The
                                         term “Trading Day” means any full day the Nasdaq Stock Market is open for
                                         trading

	 	 	 	 	 
	The
    one year period commencing on the third anniversary of the Vesting Commencement Date (the “4th
    Performance Year”)	 	12.5%
    at the end of each of the first, second, third and fourth quarters of the 4th
    Performance Year	 	The
    Company’s stock price closes at $28 or greater for 30 Trading Days out of any 45 consecutive Trading Days during the
    4th Performance Period



 






    2


     


    

 


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


 


(c) Change of
Control. Time RSUs and PSUs 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.


 


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


 


(b) Good Leaver.
Notwithstanding the foregoing, subject to the Release Requirement, when a Grantee’s employment with the Company (or
an Affiliate of the Company) terminates as a Good Leaver during either the 3rd or 4th Performance Year,
any outstanding and unvested PSUs with respect to which the applicable Performance Hurdle for the Performance Year in which termination
occurred has not been met as of the termination shall be eligible to vest if the applicable Performance Hurdle is met by the end
of the Performance Year. For the avoidance of doubt, with respect to PSUs referenced in the preceding sentence, (i) if the Performance
Hurdle is met for the Performance Year of termination, the PSUs eligible to vest in that year shall vest on a prorated basis by
multiplying the eligible PSUs by a ratio equal to the number of days the Grantee was employed by the Company (or an Affiliate)
during the Performance Year divided by 365, (ii) no PSUs shall be eligible for rollover to the next Performance Year, and (iii)
such PSUs shall be deemed vested when, if ever, the applicable Performance Hurdle is met.


 


(c)
Definitions.


 


(i) “Cause”
has the meaning set forth in Grantee’s employment agreement, if any, and otherwise means the Grantee’s action, or
failure to act, during the Grantee’s employment with the Company that is determined to constitute any of the following:
(i) performance of any act or failure to perform any act in bad faith and to the detriment of any Company Entities; (ii) dishonesty,
intentional misconduct or material breach of any agreement with any Company Entity; or (iii) commission of a crime involving dishonesty,
breach of trust, or physical or emotional harm to any person. Prior to any termination for Cause pursuant to each such event listed
in (i) or (ii) above, to the extent such event(s) is capable of being cured by the Grantee, the Company shall give the Grantee
written notice thereof describing in reasonable detail the circumstances constituting Cause and the Grantee shall have the opportunity
to remedy same within thirty (30) days after receiving written notice.


 






    3


     


    

 


(ii) “General
Release” means a general release of claims, including without limitation all employment and termination claims, if any,
in favor of the Company and its affiliates in the form and substance provided by the Company, provided that, if the Grantee has
an employment agreement with the Company that specifies a form of general release, then such general release will be used (as
conformed to include the benefits hereunder, if any) as the General Release.


 


(iii) “Good
Leaver” means the Grantee’s employment was terminated by the Company without Cause (including if due to disability),
the Grantee died or the Grantee resigned with Good Reason (but only to the extent the Grantee has an employment agreement with
the Company or an Affiliate of the Company that defines Good Reason).


 


(iv) “Good
Reason” has the meaning set forth in Grantee’s employment agreement, if any.


 


(v) “Release
Requirement” the Grantee shall not be entitled to receive any benefit described in Section 3(b) unless, in each case, the
Grantee (or the Grantee's legal representative) has executed and delivered to the Company a General Release, which General Release
shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after the Grantee's termination
of employment. To the extent that any benefit subject to the Release Requirement is deferred compensation under Section 409A that
is not otherwise exempt from the application of Section 409A, and if the sixty (60) calendar day period referenced in the preceding
sentence spans two calendar years, then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences
under Section 409A, the payment of such amount will not occur until the second calendar year.


 


4. Settlement.
Within thirty (30) days 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 becomes vested during such calendar
quarter, except that, (i) any RSUs that vest on or before December 31, 2021 shall be settled within thirty (30) days following
December 31, 2021, and (ii) RSUs that vest upon a Change of Control shall be settled immediately prior to such Change of Control.


 


 






    4


     


    

 


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
Board 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.


 


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.


 






    5


     


    

 


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.


 


[Signatures appear
on following page]


 






    6


     


    

 


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:	 	 
	 	Signature	 
	 	 	 
	Name:  	 	 
	 	 	 
	Title:  	 	 
	 	 	 
	Date:  	 	 


 


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:	 	IF GRANTEE'S SPOUSE
	 	 	 	MUST SIGN:*
	 	 	 	 
	By:	 	 	By:	 
	 	Signature	 	 	Signature
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	Print Name	 	 	Print Name


 


* If the Grantee is married and holds
RSUs jointly with the Grantee's spouse or resides in a community property state, both the Grantee and Grantee’s spouse must
sign this RSU Agreement. The community property states are Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas and
Washington.


 


 






    7


     


    

 


Exhibit C


 


Form of Release


 


[Attached]


 


 






    20


     


    

 


Release Agreement


 


This Release Agreement (the
“Agreement”), by and between Shift Technologies, Inc. (the “Company”) and Tobias Russell
(“You” or “Your”) (the Company and You collectively referred to as the “Parties”) is
entered into and effective as of _____________ (the “Effective Date”). You and the Company previously entered
into that certain Employment Agreement, dated as of _________________, as amended from time to time (the “Employment
Agreement”).


 


1. Separation Date; Accrued Obligations.
The Parties acknowledge and agree that Your employment with the Company terminated effective as of ________________ (the “Separation
Date”). The Company will pay You all Accrued Obligations (as defined in the Employment Agreement), as provided in Section
8(b) of the Employment Agreement.


 


2. Separation Payments. Provided
that You satisfy the conditions of this Agreement, including the return of all Company property, and do not revoke this Agreement,
the Company shall pay [DESCRIBE APPLICABLE BENEFITS] in accordance with Section [__] of the Employment Agreement, which together
with Sections [15(c), 16, and 17] of the Employment Agreement, are incorporated herein (the “Separation Payments”).
Notwithstanding the foregoing, in the event of a material, uncured breach of this Agreement, You acknowledge and agree that: (a)
the Company shall have the right, upon five (5) days’ notice to You, to file a lawsuit against You to recover ninety-five
percent (95%) of the Separation Payments, as such amount is not deemed earned absent Your compliance with this Agreement; and
(b) the remaining five percent (5%) of the Separation Payments shall constitute full and complete consideration sufficient to
support enforcement of this Agreement against You, including, but not limited to, enforcement of Your release of claims set forth
below.


 


3. Employee Benefits; Equity Awards.
Because You are no longer employed, Your rights to any particular employee benefit shall be governed by applicable law and the
terms and provisions of the Company’s various employee benefit plans and arrangements. You agree that the treatment of any
equity-based compensation awards granted to You by Company under an equity agreement will be governed by the terms of such awards
and such equity agreement. Following the Separation Date, the Company will not grant You any equity-based compensation awards.


 


4. Release. In exchange for
the Separation Payments, You release and discharge the Company1 from any and all claims, charges, or lawsuits of any
kind or nature (and will not cause any action or claim to be commenced) based upon facts, transactions, or omissions that occurred
on or before the date You sign this Agreement, arising out of Your employment or the cessation of Your employment, claims arising
out of the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §§ 1001-1461, claims to stock options,
claims to the vesting of stock options, claims arising out of or relating to equity or other ownership interest in the Company,
claims for breach of contract, claims for tort, negligent hiring, negligent retention, negligent supervision, negligent training,
employment discrimination, retaliation, or harassment, as well as any other statutory or common law claims, at law or in equity,
recognized under any federal, state, or local law. You also release any claims for unpaid back pay, sick pay, vacation pay, expenses,
bonuses, claims arising out of or relating to equity or other ownership interest in the Company, claims to commissions, attorneys’
fees, or any other compensation. You agree that You are not entitled to any additional payment or benefits from the Company, except
as set forth in this Agreement or under an Equity Agreement. You further agree that You have suffered no harassment, retaliation,
employment discrimination, or work-related injury or illness and that You do not believe that this Agreement is a subterfuge to
avoid disclosure of sexual harassment or gender discrimination allegations or to waive such claims. You acknowledge and represent
that You (i) have been fully paid (including, but not limited to, any overtime to which You are entitled, if any) for hours You
worked for the Company, and (ii) do not claim that the Company violated or denied Your rights under the Fair Labor Standards Act.
Notwithstanding the foregoing, the release of claims set forth in this Section does not waive (x) Your right to receive benefits
under the Company’s 401(k) or other employee benefit plan, if any, that either (a) have accrued or vested prior to the Effective
Date, or (b) are intended, under the terms of such plans, to survive Your separation from the Company, (y) Your rights to be indemnified
under applicable law or Your indemnity agreement or any other indemnification arrangement or D&O insurance policy applicable
to You or (z) Your rights to enforce this Agreement.


 





 



 


1 For purposes of Sections
4, 5 and 6 of this Agreement, the term “Company” includes the Company, the Company’s parents, subsidiaries,
affiliates, and all related companies, as well as each of their respective current and former officers, directors, shareholders,
members, managers, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary
of those plans, in each case, in their capacity as such.


 






    21


     


    

 


5. ADEA/OWBPA Waiver. By agreeing
to this provision, You release and waive any right or claim against the Company1 arising out of Your employment or
the termination of Your employment with the Company under the Age Discrimination in Employment Act, as amended, 29 U.S.C. §
621 et seq. (“ADEA”), and the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et seq. (“OWBPA”)
(such release and waiver referred to as the “Waiver”). You understand and agree that, (i) this Agreement is written
in a manner that You understand; (ii) You do not release or waive rights or claims that may arise after You sign this Agreement;
(iii) You waive rights and claims You may have had under the OWBPA and the ADEA, but only in exchange for payments and/or benefits
in addition to anything of value to which You are already entitled; (iv) You are advised to consult with an attorney before signing
this Agreement; (v) You have [twenty-one (21)]/[forty-five (45)] calendar days from receipt of this Agreement to consider whether
to sign it (the “Offer Period”). The Parties agree that the Company may revoke this offer at any time. However, if
You sign before the end of the Offer Period, You acknowledge that Your decision to do so was knowing, voluntary, and not induced
by fraud, misrepresentation, or a threat to withdraw, alter, or provide different terms prior to the expiration of the Offer Period.
You agree that changes or revisions to this Agreement, whether material or immaterial, do not restart the running of the Offer
Period; (vi) You have seven (7) calendar days after signing this Agreement to revoke this Agreement (the “Revocation Period”).
If You revoke, the Agreement shall not be effective or enforceable and You shall not be entitled to the consideration set forth
in this Agreement. To be effective, the revocation must be in writing and received by [TBD], prior to expiration of the Revocation
Period; and (vii) this Waiver shall not become effective or enforceable until the Revocation Period has expired.


 


6. Unknown Claims and Section
1542 Waiver. You expressly waive any and all rights that You may have under any state or local statute, executive order, regulation,
common law and/or public policy related to unknown claims, including but not limited to California Civil Code Section 1542, which
provides:


 


A general release does not extend
to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing
the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released
party.


 






    22


     


    

 


7. No Admission of Liability.
This Agreement is not an admission of liability by the Company.1 The Company denies any liability whatsoever. The Company
enters into this Agreement to reach a mutual agreement concerning Your separation from the Company.


 


8. Restrictive Covenants and Dispute
Resolution. You acknowledge and agree that You continue to be subject to the provisions of Sections 15(c), 16 and 17 of the
Employment Agreement, the terms of which survive Your separation from the Company and are incorporated herein mutatis mutandis.


 


9. Return of Company Property.
You shall immediately return to the Company all of the Company’s property, including, but not limited to, computers, computer
equipment, office equipment, mobile phone, keys, passcards, credit cards, confidential or proprietary lists (including, but not
limited to, customer, supplier, licensor, and client lists), tapes, laptop computer, electronic storage device, software, computer
files, marketing and sales materials, and any other property, record, document, or piece of equipment belonging to the Company.
You shall not (a) retain any copies of the Company’s property, including any copies existing in electronic form, which are
in Your possession, custody, or control, or (b) destroy, delete, or alter any Company property, including, but not limited to,
any files stored electronically, without the Company’s prior written consent. The obligations contained in this Section
shall also apply to any property which belongs to a third party, including, but not limited to, (i) any entity which is affiliated
or related to the Company, or (ii) the Company’s customers, licensors, or suppliers.


 


10. Prohibited Post-Employment
Activities. You acknowledge and agree that, effective as of the Separation Date: (a) You removed any reference to the Company
as Your current employer from any source You control, either directly or indirectly, including, but not limited to, any Social
Media such as LinkedIn, Facebook, Google+, Twitter and/or Instagram, and (b) You are not permitted to represent Yourself as currently
being employed by the Company to any person or entity, including, but not limited to, on any Social Media. For purposes of this
Section, “Social Media” means any form of electronic communication (such as Web sites for social networking and micro
blogging) through which users create online communities to share information, ideas, personal messages and other content, such
as videos.


 


11. Entire Agreement. This
Agreement, together with the provisions of the Employment Agreement incorporated herein, constitutes the entire agreement between
the Parties. This Agreement supersedes any prior communications, agreements, or understandings, whether oral or written, between
the Parties arising out of or relating to Your employment and the termination of that employment. Other than the terms of this
Agreement, no other representation, promise, or agreement has been made with You to cause You to sign this Agreement.


 


12. Non-Interference. Notwithstanding
anything to the contrary set forth in this Agreement or in any other agreement between You and the Company, nothing in this Agreement
or in any other agreement shall limit Your ability, or otherwise interfere with Your rights, to (a) file a charge or complaint
with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration,
the Securities and Exchange Commission, or any other federal, state, or local governmental agency or commission (each a “Government
Agency”), (b) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may
be conducted by any Government Agency, including providing documents or other information, without notice to the Company, (c)
receive an award for information provided to any Government Agency, or (d) engage in activity specifically protected by Section
7 of the National Labor Relations Act, or any other federal or state statute or regulation.


 






    23


     


    

 


13. Voluntary Agreement. You
acknowledge the validity of this Agreement and represent that You have the legal capacity to enter into this Agreement. You acknowledge
and agree You have carefully read the Agreement, know and understand the terms and conditions, including its final and binding
effect, and sign it voluntarily.


 


14. Execution. This Agreement
may be executed in one or more counterparts, including, but not limited to, facsimiles and scanned images, and it shall not be
necessary that the signatures of all Parties hereto be contained on any one counterpart. Each counterpart shall for all purposes
be deemed to be an original, and each counterpart shall constitute this Agreement.


 


14. Governing Law. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS
OF LAWS OF CALIFORNIA OR ANY OTHER JURISDICTION, AND, WHERE APPLICABLE, THE LAWS OF THE UNITED STATES.


 


If the terms set forth in this Agreement
are acceptable, please initial each page, sign below and return the signed original to the [TBD], on or before the [21st][45th]
day after You receive this Agreement. If the Company does not receive a signed original on or before the [21st][45th]
day after You receive this Agreement, then this offer is revoked, and You shall not be entitled to the consideration set forth
in this Agreement.


 


IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement to be effective as of the Effective Date.


 


	Shift
    Technologies, Inc.	 	Tobias
    Russell
	 	 	 	 	 
	By:	               	 	 	         
	 	 	 	 	 
	Its:	 	 	Date:	  
	 	 	 	 	 
	Date:	 	 	 	 


 




    24


     


    

 


Exhibit D


 


Prior Materials


 


		☐	No Prior Materials



 


		☐	Prior Materials
                                         include:__________________________________________



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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