CarLotz Announces Special Shareholder Meeting Voting Results; Approved The Agreement And Plan Of Merger, Dated August 9, 2022, Among Shift Technologies

CarLotz, Inc. ((the "Company" or "CarLotz", NASDAQ:LOTZ), a consignment-to-retail used vehicle marketplace, is pleased to announce that today the Company's stockholders approved the Agreement and Plan of Merger, dated August 9, 2022, among Shift Technologies, Inc. ("Shift"), Shift Remarketing Operations, Inc. ("Merger Sub") and the Company, pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Shift (the "Merger"). The proposal to approve the Merger Agreement was passed by stockholders voting at the Company's special meeting of stockholders (the "CarLotz Special Meeting") held virtually on December 7, 2022.
 

At the CarLotz Special Meeting stockholders also approved the adjournment of the CarLotz Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the CarLotz Special Meeting to approve the Merger Agreement. No motion to adjourn the CarLotz Special Meeting was made because adjournment of the CarLotz Special Meeting was determined not to be necessary or appropriate.

The adoption of the Merger Agreement required the affirmative vote of stockholders holding a majority of the outstanding shares of CarLotz's common stock entitled to vote at the close of business on October 27, 2022, the record date for the CarLotz Special Meeting.

The Merger is expected to close on or about December 9, 2022, subject to the satisfaction of customary closing conditions. At the time the transaction is complete, CarLotz shares will be converted to Shift shares and CarLotz shares will cease trading on Nasdaq.