![]() ![]() For more information, visit Caution Regarding Forward Looking Statements Shift provides comprehensive, digital solutions throughout the car ownership lifecycle: finding the right car, having a test drive brought to you before buying the car, a seamless digitally-driven purchase transaction including financing and vehicle protection products, an efficient, digital trade-in/sale transaction, and a vision to provide high-value support services during car ownership. Shift’s mission is to make car purchase and ownership simple - to make buying or selling a used car fun, fair, and accessible to everyone. Shift is a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience. The Offer was made only pursuant to the terms and conditions of the Tender Offer Statement on Schedule TO, as amended, and related exhibits, including the Offer to Exchange Letter, Letter of Transmittal and Consent and other related documents. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the securities described herein, and is also not a solicitation of the related consents. The Company expects basic and diluted weighted average shares outstanding to be approximately 76.9 million for the fourth quarter. In connection with the Offer, the Private Exchange and the Redemption, the Company expects to issue a total of approximately 1,922,456 shares of its Common Stock, approximately 2.3% of the shares of Common Stock outstanding as of December 23, 2020, and expects to cancel an aggregate of 7,744,994 warrants exercisable for an aggregate of 7,744,994 shares of Common Stock. are expected to exchange an aggregate of 212,500 placement warrants for an aggregate of 53,125 shares of our Common Stock and $212,500 in cash (at the same exchange ratio offered to the public warrant holders in the Offer) (the “Private Exchange”). pursuant to which Insurance Acquisition Sponsor, LLC and Cantor Fitzgerald & Co. In addition, Shift expects to enter into separate Warrant Exchange Agreements with Insurance Acquisition Sponsor, LLC and Cantor Fitzgerald & Co. The Company also executed an amendment to the warrant agreement governing its outstanding warrants and expects to exchange all remaining outstanding warrants on Januin exchange for an aggregate of approximately 124,253 shares of Common Stock and $497,009 in cash (the “Redemption”). The Company expects to issue an aggregate of 1,745,078 shares of Class A common stock (“Common Stock”) and pay $6,980,262 in cash in exchange. The Company was advised that 6,980,262 publicly traded warrants, including 3,958 public warrants tendered through guaranteed delivery, representing approximately 92.7% of the total public warrants outstanding, were validly tendered and not withdrawn prior to the expiration of the Offer. (NASDAQ: SFT), “ Shift,” a leading end-to-end ecommerce platform for buying and selling used cars, today announced the completion of its previously announced exchange offer (the “Offer”) and consent solicitation relating to its publicly traded warrants. 24, 2020 (GLOBE NEWSWIRE) - Shift Technologies, Inc.
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