EX-10.12
from 10-Q/A
7 pages
1.if Shift Proposes to Register Any of Its Common Stock Under the Securities Act in Connection With a Public Offering and Sale of Shares of Common Stock for Cash Pursuant to an Effective Registration Statement Under the Securities Act (A “Public Offering”) (Other Than (A) a Registration on Form S-4 or Form S-8 or Any Successor Form to Such Forms or (B) a Registration of Securities Solely Relating to an Offering and Sale to Employees or Directors of Shift or Its Subsidiaries Pursuant to Any Employee Stock Plan or Other Employee Benefit Plan Arrangement), Shift Shall, at Such Time, Promptly (And in Any Event No Later Than Four (4) Days Prior to the Filing of the Applicable Registration Statement) Give the Stockholder Notice of Such Registration. Upon the Request of the Stockholder Given Within Two (2) Days After Such Notice Is Given by Shift, Shift Shall, Subject to the Provisions of This Section 1, Cause All of the Shares of Common Stock That Such Stockholder Has Requested in Writing to Be Included in Such Registration to Be Registered Under the Securities Act With the Securities Which Shift at the Time Proposes to Register to Permit the Sale or Other Disposition by the Stockholder (In Accordance With the Intended Method of Distribution Thereof) (A “Piggyback Registration”). the Piggyback Registration Rights Shall Be Subject to the Following Term and Conditions
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EX-10.11
from 10-Q/A
7 pages
1.if Shift Proposes to Register Any of Its Common Stock Under the Securities Act in Connection With a Public Offering and Sale of Shares of Common Stock for Cash Pursuant to an Effective Registration Statement Under the Securities Act (A “Public Offering”) (Other Than (A) a Registration on Form S-4 or Form S-8 or Any Successor Form to Such Forms or (B) a Registration of Securities Solely Relating to an Offering and Sale to Employees or Directors of Shift or Its Subsidiaries Pursuant to Any Employee Stock Plan or Other Employee Benefit Plan Arrangement), Shift Shall, at Such Time, Promptly (And in Any Event No Later Than Four (4) Days Prior to the Filing of the Applicable Registration Statement) Give the Stockholder Notice of Such Registration. Upon the Request of the Stockholder Given Within Two (2) Days After Such Notice Is Given by Shift, Shift Shall, Subject to the Provisions of This Section 1, Cause All of the Shares of Common Stock That Such Stockholder Has Requested in Writing to Be Included in Such Registration to Be Registered Under the Securities Act With the Securities Which Shift at the Time Proposes to Register to Permit the Sale or Other Disposition by the Stockholder (In Accordance With the Intended Method of Distribution Thereof) (A “Piggyback Registration”). the Piggyback Registration Rights Shall Be Subject to the Following Term and Conditions
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EX-10.1
from 8-K
9 pages
This Letter Agreement (“Letter Agreement”), Dated as of May 11, 2022 (The “Effective Date”), by and Between Shift Technologies, Inc., a Delaware Corporation (“Shift”), and Cayman Project 2 Limited, a Company Incorporated Under the Laws of Cayman Islands (The “Stockholder”), Is Being Delivered in Connection With the Consummation of the Transactions Contemplated by That Certain Amended and Restated Equity and Asset Purchase Agreement, Dated May 11, 2022 (The “Purchase Agreement”), by and Among Fair Financial Corp., Fair Ip, LLC (Together With Fair Financial Corp., “Fair”), Shift and Stockholder. Capitalized Terms Not Otherwise Defined Herein Shall Have the Meanings Ascribed Thereto in the Purchase Agreement
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