SHIFT TECH.INC.A NEW Watch

from S-3 49 pages Shift Technologies, Inc. and [ ] as Trustee Form of Indenture Dated as of [ ]

from 8-K 102 pages Shift Technologies, Inc. and U.S. Bank National Association as Trustee Indenture Dated as of May 27, 2021 4.75% Convertible Senior Notes Due 2026

from 10-K 5 pages Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

from 8-K 5 pages This Letter Agreement (“Letter Agreement”), by and Between Shift Technologies, Inc., a Delaware Corporation Formerly Known as Insurance Acquisition Corp. (The “Company”), on the One Hand, and Insurance Acquisition Sponsor, LLC, a Delaware Limited Liability Company (“Iac Sponsor”), and Dioptra Advisors, LLC, a Delaware Limited Liability Company (“Dioptra Sponsor” and Together With Iac Sponsor, “Sponsor”), on the Other Hand, Is Being Delivered Concurrently With the Consummation of the Transactions Contemplated by That Certain Agreement and Plan of Merger, Dated June 29, 2020, by and Among the Company, Iac Merger Sub, Inc., a Delaware Corporation and a Wholly Owned Subsidiary of the Company, and Shift Technologies, Inc., a Delaware Corporation. the Company Hereby Agrees With Sponsor as Follows

from 8-K 19 pages (A) Subject to Section 1(b) Below, From the Date Hereof Until November 15, 2021 (The “Lock-Up Period”), Such Stockholder Shall Not (I) Sell, Offer to Sell, Contract or Agree to Sell, Hypothecate, Pledge, Grant Any Option to Purchase or Otherwise Dispose of or Agree to Dispose Of, Directly or Indirectly, or Establish or Increase a Put Equivalent Position or Liquidate or Decrease a Call Equivalent Position Within the Meaning of Section 16 of the Exchange Act of 1934, as Amended (The “Exchange Act”), and the Rules and Regulations of the Securities and Exchange Commission Promulgated Thereunder, With Respect to the Shares (A “Transfer”), (II) Enter Into Any Swap or Other Arrangement That Transfers to Another, in Whole or in Part, Any of the Economic Consequences of Ownership of Any of Shares, Whether Any Such Transaction Is to Be Settled by Delivery of Shares or Other Securities, in Cash or Otherwise, or (III) Publicly Announce Any Intention to Effect Any Transaction Specified in the Immediately Preceding Subsections (I) or (II) (Any of the Foregoing Actions in Clauses (I)-(III), the “Transfer Restrictions”)

from S-4/A 19 pages Form of Amended and Restated Registration Rights Agreement

from 8-K 21 pages Warrant Agreement

from S-1/A 21 pages Warrant Agreement

from S-1/A 3 pages Insurance Acquisition Corp. a Delaware Corporation Class a Common Stock

from S-1/A 3 pages Insurance Acquisition Corp. Units Consisting of One Share of Class a Common Stock and One Half Warrant to Purchase One Share of Class a Common Stock