Elizabeth Sanders - 09 Dec 2022 Form 4 Insider Report for CarLotz, Inc.

Footnote F1

Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of August 9, 2022 (the "Merger Agreement"), by and among the Issuer, Shift Technologies, Inc. ("Shift") and Shift Remarketing Operations, Inc. ("Merger Sub"), pursuant to which, on December 9, 2022 (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Shift (the "Merger").

Footnote F2

(Continued from Footnote 1) In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Class A Common Stock of the Issuer (other than shares of Issuer Common Stock held in treasury by the Issuer and not on behalf of a third party) (the "CarLotz Common Stock") was converted automatically into the right to receive 0.705241 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock of Shift (the "Shift Common Stock"), rounded up to the nearest whole share for any fractional share of Shift Common Stock that would be issued to any holder of CarLotz Common Stock after aggregating all fractional shares of Shift Common Stock that would otherwise be received by such holder resulting from the calculation.

Footnote F3

At the Effective Time, each time-based restricted stock unit (excluding Company Earnout Acquiror RSUs (as defined in the Merger Agreement)) ("RSU") that was outstanding immediately prior to the Effective Time and to the extent vested at the Effective Time pursuant to its terms, was cancelled and converted into the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio, less applicable tax withholding. Each other RSU was assumed by Shift and converted into an equivalent RSU denominated in Shift Common Stock representing the right to receive a number of shares of Shift Common Stock equal to the product of (i) the number of vested whole shares of CarLotz Common Stock subject to such award immediately prior to the Effective Time and (ii) the Exchange Ratio.

Footnote F4

These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle as follows: one-third of these restricted stock units vest on January 21, 2023, one-third of these restricted stock units vest on January 21, 2024 and one-third of these restricted stock units vest on January 21, 2025, assuming continued employment through the applicable vesting date.

Footnote F5

The restricted stock units will vest in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service through the relevant vesting dates.

Footnote F6

Represent certain Company Earnout Acquiror RSUs (as defined in the Merger Agreement), which vest if, prior to January 21, 2026, the closing share price of CarLotz Common Stock exceeds certain thresholds. At the Effective Time, each Company Earnout Acquiror RSU was assumed by Shift and converted into an equivalent RSU denominated in Shift Common Stock, with equitable adjustments such that the number of shares subject to such RSU was multiplied by the Exchange Ratio and the price thresholds applicable to such RSU were divided by the Exchange Ratio.

Footnote F7

At the Effective Time, each CarLotz option was assumed by Shift and converted into an equivalent option denominated in Shift Common Stock, with equitable adjustments such that the number of shares subject to such option was multiplied by the Exchange Ratio and the exercise price of such option was divided by the Exchange Ratio.

Footnote F8

These options are fully vested and exercisable.

Footnote F9

These options are service options that vest based on the passage of time and the Reporting Person's continued service. 2,003 of these options are currently exercisable and the remaining 6,011 become exercisable in three equal annual installments beginning on January 21, 2023.

Footnote F10

The options will vest and become exercisable in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service through the relevant vesting dates.