Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Foy Amended and Restated Retention Bonus Agreement
On June 22, 2022, Shift Technologies, Inc. (the
“Company”) entered into an Amended and Restated Retention Bonus Agreement with Sean Foy, Chief Operating Officer of
the Company (the “Amended and Restated Retention Agreement”). Pursuant to the Amended and Restated Retention Agreement
(which replaces and supersedes in its entirety that certain retention bonus agreement between Mr. Foy and the Company dated January 7,
2022), Mr. Foy will be eligible to receive a cash award of $2,000,000 to be paid in two installments, subject to continued employment
with the Company as a full-time employee in good standing through the applicable payment date and executing a release agreement in favor
of the Company, with the first installment equal to $400,000 to be paid no later than the first payroll date that occurs after the release
effective date applicable to such payment, and the second installment equal to $1,600,000 to be paid no later than the first payroll date
that occurs after the release effective date applicable to such payment. If (i) Mr. Foy resigns from his position for any reason, (ii)
Mr. Foy’s employment with the Company is terminated due to death or disability (as defined under the Company’s long-term disability
plan and/or policy applicable to the Employee, as may be modified or implemented from time to time), or (iii) the Company terminates Mr.
Foy’s employment for “Cause” (as defined in the Amended and Restated Retention Agreement), in each case, at any time
prior to November 19, 2023, Mr. Foy will no longer be eligible to receive any unpaid installments of the cash award. In addition, if the
Company terminates Mr. Foy’s employment without Cause prior to July 19, 2023, Mr. Foy will no longer be eligible to receive any
unpaid installments of the cash award. If the Company terminates Mr. Foy’s employment without Cause after July 19, 2023 but prior
to November 19, 2023, then, subject to Mr. Foy executing a release agreement in favor of the Company, Mr. Foy shall receive a prorated
payment of any unpaid portion of the second installment of the cash award.
The foregoing description of the Amended and Restated
Retention Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which
is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Shein Retention Bonus Agreement
On June 22, 2022, the Company entered into a Retention
Bonus Agreement with Oded Shein, Chief Financial Officer of the Company (the “Retention Agreement”). Pursuant to the
Retention Agreement, Mr. Shein will be eligible to receive a cash award of $400,000 subject to his continued employment with the Company
as a full-time employee in good standing through November 15, 2022 and his execution of a release agreement in favor of the Company. If
(i) Mr. Shein resigns from his position for any reason, (ii) Mr. Shein’s employment with the Company is terminated due to death
or disability (as defined under the Company’s long-term disability plan and/or policy applicable to the Employee, as may be modified
or implemented from time to time), or (iii) the Company terminates Mr. Shein’s employment for “Cause” (as defined in
the Retention Agreement), in each case, at any time prior to November 15, 2022, Mr. Shein will no longer be eligible to receive the cash
award. In addition, if the Company terminates Mr. Shein’s employment without “Cause” prior to November 15, 2022, Mr.
Shein will receive the unpaid cash award, subject to Mr. Shein executing a release agreement in favor of the Company.
The foregoing description of the Retention Agreement
is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed hereto as Exhibit
10.2 and is incorporated herein by reference.