#1SHIFT H 24 R October 2020#2Safe Harbor This investor presentation ("Investor Presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Shift Technologies, Inc. or Insurance Acquisition Corp. or any of Shift Technologies, Inc.'s or Insurance Acquisition Corp.'s affiliates' securities (as such term is defined under the U.S. Federal Securities Law). This Investor Presentation has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination, as contemplated in the Agreement and Plan of Merger (collectively, the "Business Combination"), of Shift Technologies, Inc. and Insurance Acquisition Corp. and for no other purpose. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modeling or back-testing or any other information contained herein. All levels, prices and spreads are historical and do not represent current market levels, prices or spreads, some or all of which may have been changed since the issuance of this document. Any data on past performance, modeling or back-testing contained herein is not an indication as to future performance. Shift Technologies, Inc. and Insurance Acquisition Corp. assume no obligation to update the information in this Investor Presentation. Use of Projections This Presentation contains financial forecasts with respect to Shift Technologies, Inc. Neither Insurance Acquisition Corp.'s independent auditors, nor the independent registered public accounting firm of Shift Technologies, Inc., audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. Forward Looking Statements This Investor Presentation includes "forward looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated and projected financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of Insurance Acquisition Corp., Shift Technologies, Inc. or the combined company after completion of the Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger and the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by the Agreement and Plan of Merger due to the failure to obtain approval of the stockholders of Insurance Acquisition Corp. or other conditions to closing in the Agreement and Plan of Merger; (3) the ability to meet Nasdaq's listing standards following the consummation of the transactions contemplated by the Agreement and Plan of Merger; (4) the risk that the proposed transaction disrupts current plans and operations of Shift Technologies, Inc. as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the proposed Business Combination; (7) changes in applicable laws or regulations; (8) the possibility that Shift Technologies, Inc. may be adversely affected by other economic, business, and/or competitive factors; (9) the operational and financial outlook for Shift Technologies, Inc.: (10) the ability for Shift Technologies, Inc. to execute its growth strategy; and (11) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and Exchange Commission ("SEC") by Insurance Acquisition Corp. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Insurance Acquisition Corp. and Shift Technologies, Inc. undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Industry and Market Data In this Presentation, Shift Technologies, Inc. relies on and refers to information and statistics regarding market share in the sector in which it competes and other industry data. Shift Technologies, Inc. obtained this information and statistics from third-party sources. Shift Technologies, Inc. has supplemented this information where necessary with information from discussions with Shift Technologies, Inc. customers and its own internal estimates, taking into account publicly available information about other industry participants and Shift Technologies, Inc.'s management's best view as to information that is not publicly available. Use of Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and that may be different from non-GAAP financial measures used by other companies. Insurance Acquisition Corp. and Shift Technologies, Inc. believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of Shift Technologies, Inc. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and page 44 of this Presentation for a description of these non-GAAP financial measures and reconciliations of such non-GAAP financial measures to the most comparable GAAP numbers. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Additional Information About the Transaction and Where to Find It The Company has filed with the SEC a Registration Statement on Form S-4, which includes a definitive proxy statement/prospectus in connection with the Merger and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company's stockholders and other interested persons are advised to read the definitive proxy statement/prospectus in connection with the Company's solicitation of proxies for its stockholders' meeting to be held to approve the Merger because the proxy statement/prospectus contains important information about the Company, Shift and the Merger. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of September 10, 2020. Stockholders can also obtain copies of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus, without charge, at the SEC's website at www.sec.gov or by directing a request to: Insurance Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, Attn: Joseph Pooler. Participants in Solicitation The Company, Shift and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of the Company's stockholders with respect to the approval of the Merger. Information regarding the Company's directors and officers and a description of their interests in the Company is contained in the definitive proxy statement/prospectus for the Merger. Additional information regarding the participants in the proxy solicitation, including Shift's directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, is included in the definitive proxy statement/prospectus for the Merger. Each of these documents is available at the SEC's website or by directing a request to the Company as described above under "Additional Information About the Transaction and Where to Find It." In connection with the Merger, at any time prior to the special meeting to approve the Merger, certain existing Company stockholders, which may include certain of the Company's officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Company's securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, Shift or their respective securities. 2#3Insurance Acquisition Corp. Daniel Cohen Chairman of the Board of Directors C & CO COHEN & COMPANY Betsy Cohen Partner - INSU Sponsor The Bancorp John Butler President and CEO C & со COHEN & COMPANY PRIVILEGED & CONFIDENTIAL FT The Bancorp Agenda & Presenters KOVRR Intro to Shift Technology Platform Key Growth Opportunities & Technology Financial Performance SHIFT George Arison Co-CEO Google curb BCG Toby Russell Co-CEO Capital One Curb BCG Cindy Hanford CFO LITHIA NIKE BOSTON CONSULTING GROUP BOSTON CONSULTING Henry Bird VP of Strategic Finance THE CARLYLE GROUP Morgan Stanley October 2020#4Transaction Summary ● ● . Key Transaction Terms $423.6 million Enterprise Value (de-SPAC) • 1.1x 2021E revenue of $402 million Shift stockholders receive $380 million¹ in equity (100% equity rollover) Shift receives up to $303 million in primary proceeds to fund operations and growth² Existing Shift shareholders will receive 6 million earn-out shares³: • 3 million earn-out shares if stock price exceeds $12.00 per share Additional 3 million shares if stock price exceeds $15.00 per share Shift management will continue to operate the business post-closing Transaction closing expected Q4 2020 Pro Forma Capitalization ($ in Millions) Cash7 Pro Forma Debt Pro Forma Enterprise Value Implied Market Capitalization (excl. earn-out)⁹ $338.7 31.1 $423.6 $731.2 Proposed Sources ($ in Millions) INSU Equity Shift Equity Rollover PIPE Financing4 Total Sources Proposed Uses ($ in Millions) Shift Equity Rollover Cash to Merged Company Balance Sheet5 Transaction Expenses Total Uses Pro Forma Ownership at Close ¹0 PIPE Shares Sponsor Shares 22.1% 7.3% SPAC IPO Shares ¹Represents total seller equity, including in respect of options and warrants 2Assumes a $185 million PIPE financing and no INSU stockholder redemptions; Shift may also elect to use a portion of proceeds to pay down debt 3Earn-out shares subject to exceeding trigger value for 20 out of any 30 consecutive trading days at $12.00 during the first 12 months and at $15.00 during the first 30 months 4Model assumes PIPE Financing issued at $10.00 per share 18.0% 5The proceeds from the Trust Account (net of INSU stockholder redemptions) and the PIPE Financing, after payment of transaction expenses will increase the amount of cash on the balance sheet "Reflects estimated transaction costs based on a transaction value of $10.00 per share. Actual costs may vary 7Assumes $27.9 million of cash in excess of $7.7 million net working capital per the 6/30/2020 unaudited balance sheet 52.6% $154.2 380.0 185.0 $719.2 $380.0 303.1 36.1 $719.2 Shift Existing Shareholders 8 Pro forma debt includes term loan and PPP loan, excluding floor plan facility of $6.7 million as of 6/30/2020 unaudited balance sheet in accordance with industry norm Includes (a) 425,000 private placement shares and (b) 20% of the total 5.7 million promote shares, or 1.1 million shares, that are not subject to transfer restrictions following the close of a business combination. The four remaining 20% tranches of promote shares cannot be sold or transferred until a closing stock price shares exceeds $12.00, $13.50, $15.00, and $17.00 respectively, for any 20 trading days within a 30-day trading period following the business combination 10 Includes all sponsor and earn-out shares 4#5Platform Delivers a Comprehensive and Seamless Car Ownership Experience Shift's mission is to make car purchase and ownership simple. 5. Selling $ 1. Research & Discovery CAR OWNERSHIP CYCLE 4. Ownership $ 2. Test Drive 3. Purchase Denotes future opportunity LO 5#6Shift Provides 3-Step Full-Service Auto Sales ● ● 1 Frictionless end-to-end ecommerce solution simplifies the auto purchase and sale experience Acquire Instant quote Evaluation at customer location Consumer cars = best inventory GET QUOTE 2 ● ● Recondition 150+ point inspection In-house reconditioning Digitally enabled 3 ● Omni-Channel Sale Buy-it-Now At-home test drive Fully digital financing Centralized Sales 6#7Shift Delivers Test Drive and Fulfillment Directly to Consumers Wherever They Are Advantages of Regional Logistics Focus Shift's technology and logistics network allows it to cover a broader area than traditional dealers Reduced fulfillment costs Cost-efficient test drive logistics Streamlined inventory on-boarding Improved inventory mix Centralized Shift software Greater ease for customers 'According to Freckle loT Q4'2018 Auto Footfall Report, 71% of people will travel less than 20 miles to visit a dealership <20 Miles¹ Implied radius of typical auto dealer. service area ~60 Miles Average radius of service area from SHIFT hub location C Santa Rosa Napa C C San Francisco C Fremont C San Jose C Denotes CarMax retail location C Sacramento C C Modesto 7#8Shift's Differentiated Strategy Focuses on Largest Segment of the Used Car Market Targeting Aged Vehicles Used Car Industry Sales by Age of Car Focus for Shift 84% Focus for other ecommerce dealers 5% 28% 25% 1-2 yrs 3-5 yrs 6-10 yrs 11+ yrs Focused on Largest Segment of Market Proportion of Car Listings by Age of Car 75% 68% 48% 50% ad 56% 11% 52% 50% 32% I SHIFTANA CARmax Vroom 4+ years Concentrated on Lower-Priced Vehicles Used Car Industry Listings by Price Focus for Shift 71% 16% 16% < $10K 2% 0% SHIFT CAVANA CARmax Vroom < $10K 40% 1% $10K-$20K >$20K Differentiated Value Segment Focus³ Proportion of Car Listings by Price Segment 64% 28% 72% 53% SHIFTCARVARA CARmax Vroom 1-3 years 'Based on representative set of 1.5 million listings from Vast.com 2Based on 9,200 confirmed dealer survey responses within InfoGroup data from NIADA; values are based on the percentage of dealer respondents with listings in the relative category 3Shift defines value segment cars as those with > 80,000 miles or > 8 years old Source: ecommerce listing data from company websites as of 2/14/2020; NIADA Used Car Industry Report 2019; Auto Dealer Monthly; Edmund's Millennial Car Shopping Report; Experian, CarStory by Vast 21% 57% / 99% I Franchised Dealers¹ Independent Dealers² SHIFTCAMA CARmax Vroom $10K-$20K 44% 20% 27% 1% 44% 79% SHIFT CAVANA CARmax VTOOM >$20K 00 8#9Consumers Prefer the Shift Experience Shift's Ecommerce Consumer Experience is Consistently Rated Higher than Traditional Auto Retailers (3) Hertz ✰✰✰✰ Jay H. 3 GM 7 Auto Retailers¹ NET PROMOTER SCORE (CUSTOMER SATISFACTION) 39 Mercedes-Benz The Shift process was easy and seamless... - September 4, 2019 47 52 70 vroom SHIFT 82 CARVANA ✰✰✰✰✰ Purchased during the COVID-19 pandemic and what better way than everything delivered to your door! - May 25, 2020 Daniel D. Source - Quotations: Yelp reviews Source - Net Promoter Scores: All net promoter scores ("NPS") from Customer Guru except Vroom (IPO Prospectus Supplement filed on 6/9/2020), Carvana (William Blair Growth Conference Presentation on 6/10/2020) and Shift. Shift NPS calculated internally as average NPS of buyers, sellers, and test drivers. NPS calculation methodology may vary by reporting source. 'Auto Retailers include Rush Enterprises, Lithia Motors, Avis Budget Group, Sonic Automotive, Asbury Automotive Group, Penske Automotive Group, and AutoNation 9#10The Used Car Market is Primed for Ecommerce Disruption Massive, Fragmented Market U.S. used vehicle sales $841BN 2019 U.S. Used Vehicle Market¹ Peer-to- Peer³ 50% Top 100 Dealer Groups² 6% 44% Other Dealer Groups¹ Ripe for Disruption Consumers trending towards online purchases Customer auto purchases involve 97% online research³ Population using online 3rd party 82% site for car shopping4 Of car shopping experience time 60% is spent online4 U.S. adults surveyed plan to use their 46% cars more often and public transportation less post COVID-19 5 Limited Digital Adoption ecommerce market penetration remains light in auto retail Auto Retail < 1% Groceries Pet Supplies Appliances Furniture Shoes Apparel Source: IDC, U.S. Census Bureau and Wall Street research Note: 'Edmunds Used Vehicle Report 2019, 2Automotive News Top 150 Dealership Groups: ³Capgemini Cars Online, "Cox Automotive Car Buying Journey Report, Capgemini COVID-19 and the Automotive Consumer 9% 21% 27% 28% 30% 32% 10#11Strong Current Momentum with Accelerating Sales Growth Ecommerce Units Sold, Revenue, and Adjusted Gross Profit per Unit ("Adj. GPU") Resilient Despite Pandemic ($ in Millions, except per unit amounts) Q1 '20A: $2,465 Adj. GPU Revenue $30.0 1,421 Q2 '20A: $2,048 Adj. GPU Q3'20E Units and Revenue in line with guidance $32.4 1,822 July '20A: $1,924¹ August '20A: $1,6592 Q3 '20F: $1,3183 Adj. GPU $58.7-$59.5 2,930-2,940 Q4 '20E: $1,139 Adj. GPU $72.0 3,615 Shelter-in-place orders impacted transactions in March Touchless delivery, PermaSafe recondition, and general ecommerce demand accelerated sales in April Mitigated post-lockdown concerns by slowing inventory acquisitions in March, April and May. We since accelerated acquisitions in June and July to rapidly grow inventory Highly-selective inventory impacted Q2 sales volume, but resulted in strong Adj. GPU Strong demand for product through Q3 driving accelerated growth Total units sold in Q3 were "10% above guidance expecting 4,030 - 4,040 total units, compared to guidance of 3,669 Q1'20A Q2'20A Q3'20EA Q4'20E Note: Reflects ecommerce units. Financials are unaudited. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Projections that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Adjusted Gross Profit per Unit ("Adj. GPU") is calculated as Adjusted Total Gross Profit divided by the number of ecommerce units. ¹July Adj. GPU of $1,924 is calculated as GAAP Total Gross Profit (unaudited) of $1.6 million divided by 834 ecommerce units sold. July Adj. GPU negatively impacted by $133 of non-repair labor expense. 2August Adj. GPU of $1,659 is calculated as GAAP Total Gross Profit (unaudited) of $1.7 million divided by 1,007 ecommerce units sold. August Adj. GPU negatively impacted by $162 of non-repair labor expense. ³Forecast (F) defined as prior guidance. Estimated Actual (EA) defined as the range of achieved actual results. 11#12A Leading Online Used Car Platform SHIFT Massive fragmented market with accelerating ecommerce penetration Experienced team leading technology and consumer experience Expansive customer base and partner network Differentiated at-home test drives and Value segment Broadest spectrum of used car inventory $841BN Domestic Used Automotive TAM 70 Net Promoter Score¹ 330K+ Peak Monthly Unique Visitors in 2020² 85%+ Vehicles Sourced from Consumers $16,046 2020E ecommerce ASP³ 7.9% 2020E Adjusted Gross Margin4 Strong unit economics primed for growth Source: Wall Street research, Management ¹Net promoter score is the average of Shift buyers, sellers, and test drivers, 2YTD 2020 monthly unique visitors averaged "255K ³Ecommerce vehicle revenue divided by ecommerce units 4Reflects adjusted gross margin, which excludes a non-cash contra-revenue adjustment primarily associated with Lithia warrant milestones. 2020E adjusted gross margin is negatively impacted by 1.0% as a result of non-repair labor cost. Adjusted gross margin is a non-GAAP financial measure. For a reconciliation of adjusted gross margin to its most directly comparable GAAP financial measure see page 44 of the Presentation. Note: These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Shift defines Value segment cars as those with > 80,000 miles or > 8 years old. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. 12#13Technology Platform Drives Growth SHIFT#14World Class Management Team G BCG curb George Arison Co-CEO, Since 2014 Founded Shift in 2014 with the vision to build a revolutionary way to buy and sell cars and co-founded Taxi Magic Ai AutoNation Mark McCollum CRO, Joined 2020 Founder and CEO of AiQware. Market President at AutoNation Capital One Curb BCG Toby Russell Co-CEO, Since 2015 Led Capital One's digital transformation. Created first mobile app for ground travel at Taxi Magic CLOROX Ĥ LifeLock Tracy Lessin VP of Marketing, Joined 2019 Managed P&L, led brand management and marketing at Clorox. Marketing Director for Lifelock LITHIA NIKE Cindy Hanford CFO, Joined 2019 Southern California Finance Controller for Lithia Motors. Director of Finance Operations at Nike The RealReal PRYSM Karan Gupta Senior VP of Engineering, Joined 2020 Led Supply and Operations engineering at The RealReal. Senior Director of Engineering at Prysm Sean Foy COO, Joined 2018 amazon Led operations for Enjoy Technology and Amazon devices. Longtime Amazon operations leader G #Dropbox Christian Ohler CTO, Since 2014 Led backend engineering for Google App Engine and Wave. Built core Dropbox APIs 14#15Technology Creates a Differentiated Experience for Consumers Q$15k-$40K List prices do not include tax or Shift service f Fiesta ST 29 mes $16.900 Under S Mazda MX-5 Miata Gran.. Nissa Chevr $100 Browse Cars • Seamless experience • Breadth of options Ford FST Ford Fiesta ST Choose $16.900 • Mechanical inspection report • 360-degree photos Test Drive • At-home test drive • Easy scheduling SHIF 20 Ford Fiesta ST When you're ready to buy, how might you pay? Finance through surr Applyingine y Decisions are instantaneous Finance with your bank or credit union Shift cat work with sect banks and credit Financing and Warranty • Approvals under 10 minutes • Instant decision SHIFT Ford Fiesta STing F Choose your loan terms $3,400 SHIFT Users Complete Car Purchase Fully Digitally with Ease 60 months 10 Purchase $16.052.00 • Digital contracts • Online purchase end-to-end 15#16For Q1 2020 Acquisition Platform Provides Unique Customer Sourced Inventory Sell or trade your car Year Get my estimate Step 1 Get a free online estimate We give fair estimates, often thousands more than dealerships, by analyzing data on similar cars and your local market. Model Enter your License Plate or VIN and we'll find your car faster Your offers You have no offers yet. Get one above. How it works Step 2 Evaluations brought to you We come to you to evaluate your car, review your adjusted offer, and pick up your car. Step 3 Get paid or get credit We'll set up payment on the spot OR apply your car's value for trade- in credit to a new purchase. We'll also process all DMV paperwork Over 85% of Inventory Sourced from Customers and Partners¹ Customer Sourced Vehicles Scarce and desirable ● Powered by Technology Data-driven instant offer from proprietary pricing algorithm ● Faster inventory turns ● At-home evaluations Proprietary mobile diagnostic applications 16#17Superior Quality Delivered Through In-House Reconditioning ● ● Inspection & Reconditioning 150-point+ inspection Certified mechanics Detailing Professional photos PermaSafe operations during COVID-19 Portland Sacramento San Francisco Los Angeles San Diego Shift operates 5 reconditioning centers today Centralized inspection and reconditioning centers service broad areas Omni-Channel Offering Customer option to pick up vehicle at a Shift Hub Certified and Value reconditioning standards 17#18Technology Powers Every Step of Operations illi Evaluations App • Verifies vehicle price + condition • Onboards seller D Inspection App • Produces repair cost estimates ● • Generates inspection report for transparency Ponde 16 Test Drive App • Schedule/logistics management Payments/transaction management $7.855.25 Financing App • Financing and vehicle protection products application and purchase flow 18#19Machine Learning Optimizes Process at Each Stage ● ● ● Inventory Sourcing & Pricing Lead scoring optimizes sales priorities Al-driven effective pricing for quicker sell-through Data-driven evaluations of the right inventory at the right time improving margins ar ndaa 888888 DECO ● ● Customer Experience Predictive customer recommendations Provides vehicle features customers desire Loan pre-qualification simplifies purchase and drives higher other revenue SHIFT 19#20Comprehensive and Efficient Sales and Marketing Platform Key Drivers Search Engine Optimization Customer Targeting via Search and Social Media Efficient Centralized Sales Results 'Customer Acquisition Cost calculated as marketing expense divided by ecommerce units 2Q2'20 average (April, May) Note: All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. $842 2019 CAC¹ Under 5 Minutes Sales team response time to potential buyers ~45% Warranty attach rate² Moving forward: Efficient, local brand marketing designed to accelerate growth while maintaining strong margin 20#21Shift Is a Differentiated ecommerce Platform and Is Taking Share from Auto Retailers ~50% U.S. used auto sales ~50% U.S. used auto sales Retailer Inventory Test Drive Capability NPS / User Experience Logistics Geography Retail Locations Less than 1% U.S. used auto sales SHIFT Full spectrum including Value Full test drives 7 days, 200 miles returns 70 In-house concierge delivery and reconditioning California, Oregon 5 hubs SF, LA, SD, SAC, POR¹ Note: Shift NPS calculated as average NPS of buyers, sellers and test drivers ¹San Francisco, Los Angeles, San Diego, Sacramento, and Portland vroom Recent model / higher price No test drives 7 days, 250 miles returns 52 Third-party reconditioning and delivery National coverage through partners Texas Direct Auto location in Houston, TX CARVANA Broad mix No test drives 7 days, 400 miles returns 82 Hub and spoke model, with 24 vending machines! Logistics cover 70% of population 24 vending machines throughout U.S. Auto Retailers Mixed Test drive capability at retail locations; limited/no returns 7 In-house service and repair for new, used, and certified pre-owned inventory National / Regional Traditional retail Peer-to-Peer One Test drive capability limited/no returns 1 Poor / Inconsistent Various in-person Local Households 21#22Initiatives Driving Improved Unit Economics, Setting the Stage for Growth Rationalized Inventory Decreased Retail-to-Wholesale¹ volumes drive increased margins Wholesale Units % Decrease in wholesale units as a 19% percentage of total units in Q2 2020A compared to 2019A Value Segment 2Shift defines Value segment cars as those with > 80,000 miles or > 8 years old ³Based on May 2020 other adjusted gross profit per unit average of $850 Launched Value segment to efficiently target the full spectrum of used car market Value as a % of Units Sold² Of revenue in 29% 1H 2020A were Value Cars Financing & Vehicle Protection Enhanced unit economics as bundling increased attach rates Other Adjusted Gross Profit per Unit ~84% Increase in other adjusted gross profit per unit in May over 2019A average³ Note: These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. ¹Shift defines Retail-to-Wholesale as acquired ecommerce vehicles that are sold via Wholesale 22#23Compelling Growth Trajectory SHIFT#24Shift Has Multiple Levers to its Growth Strategy Increase Market Penetration Geographic Expansion Ⓡ Ancillary Product Offerings 3rd Party Strategic Inventory and Marketplace Strategic M&A and Omni-Channel Platform $ SHIFT 24#25Proven Model Presents Massive Opportunity in Addressable Urban Markets Grow Current Markets Able to scale by achieving San Francisco penetration in addressable California markets 0.3% California 2019 Market Penetration¹ 16x 4.2% Current San Francisco Area Penetration² Add New Markets Shift targets urban, densely- populated markets 12.0% Current Population Coverage³ 6x 67.0% Target Population Coverage4 Proven Market Entry Playbook Achieved 1.0% market share in Portland after only 12 months Source: National Automobile Dealers Association for 2017; 4Q California New Car Dealers Association; Company filings 'California market penetration calculated by dividing Shift unit sales by total units sold in California 2Represents Shift total unit sales for ZIP codes in which Shift currently operates from San Francisco, South San Francisco, Daly City and Brisbane, divided by total used vehicle sales in the same area ³Includes MSA's within 60 miles of Shift reconditioning facilities in San Francisco, Los Angeles, San Diego, and Sacramento. 4Target population coverage calculated by dividing population of top 100 most highly populated U.S. MSAs by 2019 US population 5Represents Shift total unit sales for ZIP codes in which Shift currently operates, divided by total used vehicle sales in the same area 1.0% Portland 2019 Market Penetration 5 10x ~10% CarMax Market Penetration in Top Markets 25#26Meaningful Scale and Rapid Growth ($ in Millions) 2020: $193 16% YoY $30 $32 $59 - $60 $72 Clear Path for Revenue Growth 2021: $402 108% YoY $78 $85 $103 $135 1st Half 2020 (33%) Growth . Continued focus on unit economics • Impact of COVID-19 2nd Half 2020 79% Growth ● • Additional capital allows accelerating marketing spend • New markets entry Q3 '20EA Q4 '20E Q1 '21E Q2 '21E Q3 '21E Q4 '21E Q1 '20A Q2 '20A Note: These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. ¹Estimated Actual (EA) defined as the range of achieved actual results. 26#27Financial Update and Projections SHIFT#28Transformational Technology Platform With an Attractive Financial Profile SHIFT Strong revenue growth with a massive market opportunity Attractive unit economics Capex-light, ecommerce model provides significant operating leverage Compelling long-term model Strong Q2 and July performance 28#29Strong Unit and Revenue Growth 8,480 1,248 7,232 Units Sold ¹20-¹21 Ecommerce Unit Growth 114% 11,091 2,828 8,263 12,631 2,842 9,789 24,286 3,365 20,921 45K- 55K Wholesale ($ in Millions) Ecommerce¹ $132 6 126 Total Revenue¹ ¹20-¹21 Ecommerce Revenue Growth 123% $166² 28 138 $193 28 165 $402 34 368 $750- $850 Wholesale Ecommerce¹ 2022E 2021E 2018A 2019A 2021E 2020E 2022E 2019A 2020E 2018A Note: These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. ¹Includes vehicle, other revenue and third-party ²Includes non-cash contra-revenue primarily associated with Lithia warrant milestones of $8.5MM 29#30Sustained Adjusted Gross Profit Growth ($ in Millions) 4.1% $5 2018A 4.0% $7 2019A 7.9% $15 2020E 9.2% $37 2021E 13.0% 11.0% $90-$110 2022E Key Growth Drivers Tech Platform Optimize pricing model and drive higher funnel conversion Days to Sale Improve inventory selection to drive down Days to Sale Reconditioning Improve efficiency Third-party sourcing and partnerships Scale capacity in new and existing markets Other revenue Continued improvements as volumes scale Note: Reflects adjusted gross profit, which excludes a non-cash contra-revenue adjustment primarily associated with Lithia warrant milestones. For a reconciliation of adjusted gross profit to its most directly comparable GAAP financial measure see page 44 of the Presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. 30#31Strong Momentum in Other Adjusted Gross Profit (Financing and Vehicle Protection) Pre-Qualification & Bundling Driving Other Adjusted Gross Profit per Unit Growth Other adjusted gross profit includes adjusted gross profit from commissions on financing and vehicle protection products $387 $362 $463 $767 Management targeting $800 other adjusted gross profit per vehicle in 2020 Other adjusted gross profit per unit¹ Increased by 84% from 2019 to May 2020 Value segment Substantial Improvement in other revenue attach Growth drivers • New value-add products Improved attach rates. Volume and lower cost of funds ● 2017A 2018A 2019A 2020E • Pre-qualification technology Note: These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. ¹Other adjusted gross profit includes the sale of ancillary products to customers that purchase vehicles through the Shift platform. Our current offering consists of financing from third-party lenders, guaranteed asset protection ("GAP") waiver, and tire and wheel protection services. We plan to offer additional third-party products to provide a greater product offering to customers and expect these products to contribute to reaching our revenue and profitability targets. 31#32Highly Efficient Buyer Side Marketing $752 2018A "Speed to Lead" Decreasing Buyer and Seller Customer Acquisition Cost (CAC) $842 2019A $1,544 2020E Brand Marketing Buyer CAC Seller CAC "Speed to lead" Improving sales efficiency and driving down CAC High value Shift focused on data-driven, high value marketing channels Third-party inventory sourcing OEM and Fleet partnerships provide inventory at lower CAC Efficient regional focus Relative to ecommerce peers' national ad campaigns Note: Figures represent customer acquisition cost per ecommerce unit; These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. 32#33Driving a Compelling Unit Economics Story $16,046 Ecommerce ASP¹ $767 Other 2 $212 Wholesale 3 ¹Ecommerce vehicle sales divided by ecommerce units 2Reflects adjusted other gross profit divided by ecommerce units ³Reflects adjusted wholesale gross profit divided by ecommerce units 4Includes depreciation and storage fees 2020E Unit Economics Breakdown ($13,889) Cost to Acquire Inventory 4 ($1,095) Reconditioning Cost ($288) Vehicle Acquisition & Fulfillment 5 ($198) Non-Repair Labor Cost Strong 2020E unit economics grow business with positive unit contribution Increase marketing spend while maintaining positive unit economics $1,554 Adjusted Gross Profit per Unit (Adj. GPU) ($1,544) Customer Acquisition Cost (CAC)6 $10 Adj. GPU - CAC 5Fulfillment includes hourly rate and travel cost for concierge 6Reflects Marketing and advertising, including referrals, branding, website, market research, car listings, creative services, and consulting Note: Metrics shown on a per unit basis divided by ecommerce units. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. 33#34Auto Ecommerce Unit Economics Comparison at IPO Adjusted Gross Profit per Unit¹,3 Strong unit economics pave the way for aggressive growth as a public company Adj. GPU negatively impacted by $337 non-repair labor $1,350 $15,925 $1,716 $30,141 Average Ecommerce Sale Price5 $1,072 $18,078 Adjusted Gross Margin2,3 Healthy Adj. GPU with lower ASP leads to a superior Adjusted Gross Margin 6.8% SHIFT LTM Q2'20 5.6% Vroom LTM Q1'20 5.5% Customer Acquisition Cost (CAC)4 Significant opportunity to drive growth with increased marketing spend on a positive per unit contribution CARVANA LTM Q1'17 $1,174 SHIFT LTM Q2'20 $2,562 SHIFT Vroom CARVANA LTM Q1'20 LTM Q1'17 LTM Q2'20 Note: Vroom metrics shown as ecommerce only, excluding TDA. Shift financials are shown unaudited. 'Adj. GPU calculated as adjusted gross profit divided by ecommerce units 2Gross margin calculated as adjusted gross profit divided by total revenue ³Reflects adjusted gross margin, which excludes non-repair labor, excess capacity, and a non-cash contra-revenue adjustment primarily associated with Lithia warrant milestones. Adjusted gross margin is a non-GAAP financial measure. For a reconciliation of adjusted gross margin to its most directly comparable GAAP financial measure see page 44 of the Presentation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. *Customer Acquisition Cost calculated as advertising expense divided by ecommerce units "Average Selling Price (ASP) defined as ecommerce revenue divided by ecommerce units $1,406 vroom LTM Q1'20 CARVANA LTM Q1'17 34#35Compelling Long-Term Model YOY Revenue Growth Adjusted Gross Margin¹ Fulfillment Cost² Storage & Admin4 Corporate OPEX5 2019A Adjusted EBITDA Margin 26.1% Customer Acquisition Cost³ 4.2% 4.0% 3.8% 2.9% 23.5% (30.3%) 1H 2020A (32.9%) 11.6% 4.1% 7.5% 3.3% 29.3% (32.6%) 2H 2020E 78.5% 6.1% 3.1% 4.9% 2.4% 16.5% (20.8%) 2021E 108.1% 9.2% 2.9% 4.0% 2.4% 13.3% (13.4%) 2022E 87.0% - 112.0% 11.0% - 13.0% 2.4% -3.5% 2.5% - 3.2% 1.6% - 1.8% 6.5% -7.5% (5.0%) - 0.0% LT Target 60.0-75.0% 16.0-20.0% 2.0 - 3.0% 1.0-1.5% 1.0-1.5% 3.0-4.0% 6.0-13.0% (17.0%) (22.8%) (30.2%) (18.4%) (6.0%) - (3.0%) 3.0 - 10.0% Cash From Ops Margin7 ¹Reflects adjusted gross margin, which excludes a non-cash contra-revenue adjustment primarily associated with Lithia warrant milestones. Adjusted gross margin is a non-GAAP financial measure. For a reconciliation of adjusted gross margin to its most directly comparable GAAP financial measure see page 44 of the Presentation 2 Comprised of expenses related to delivering vehicles to buyers 3 Sum of buyer CAC and seller CAC 4 Comprised of costs related to holding inventory 5 Sum of central operations expense, other corporate headcount expense, corporate expense (excl. engineering, product & design and depreciation & amortization), engineering payroll capitalized, total engineering, product & design headcount expense, engineering share of corporate expenses and brand marketing 6 Adjusted EBITDA Margin is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA margin to its most directly comparable GAAP financial measure see page 44 of this Presentation. 7 Cash from operating activities as a percent of total revenue under GAAP measures Note: Margin shown as percent of revenue; These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. 35#36A Leading Online Used Car Platform SHIFT Massive fragmented market with accelerating ecommerce penetration Experienced team leading technology and consumer experience Expansive customer base and partner network Differentiated at-home test drives and Value segment Broadest spectrum of used car inventory $841BN Domestic Used Automotive TAM 70 Net Promoter Score¹ 330K+ Peak Monthly Unique Visitors in 2020² 85%+ Vehicles Sourced from Consumers $16,046 2020E ecommerce ASP³ 7.9% 2020E Adjusted Gross Margin4 Strong unit economics primed for growth Source: Wall Street research, Management 'Net promoter score is the average of Shift buyers, sellers, and test drivers, 2YTD 2020 monthly unique visitors averaged ~255K ³Ecommerce vehicle revenue divided by ecommerce units 4Reflects adjusted gross margin, which excludes a non-cash contra-revenue adjustment primarily associated with Lithia warrant milestones. 2020E adjusted gross margin is negatively impacted by 1.0 % as a result of non-repair labor cost. Adjusted gross margin is a non-GAAP financial measure. For a reconciliation of adjusted gross margin to its most directly comparable GAAP financial measure see page 44 of the Presentation. Note: These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Metrics that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Shift defines Value segment cars as those with > 80,000 miles or > 8 years old. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. 36#37Appendix SHIFT#38Shift is Poised to Lead Digitalization for Partners and Third-Parties End-to-end transactional capabilities Financing and payments Add-on products At-home test drive and delivery Trade-ins and vehicle sale ● ● Shift enabled services At-home test drive and vehicle pick-ups Inspection and reconditioning Sales and customer service Buy-it-Now ● Shift Capabilities ● ● OEMS Key Partners Fleet Operators KAS Dealerships 38#39Shift Technology Expands Traditional Dealer Reach Shift's technology extends the dealer's sales coverage area to attract new customers San Francisco <20 Miles¹ Standard service area Freemont San Jose Salinas ~60 Miles Shift can fulfill test drives and delivery for dealers in its entire regional service area Modesto Los Banos Hypothetical dealer licensing Shift technology 'According to Freckle loT Q4'2018 Auto Footfall Report, 71% of people will travel less than 20 miles to visit a dealership 2Based on 9,200 confirmed dealer survey responses within InfoGroup data from NIADA; ³Ecommerce listing data from company websites as of 2/14/20 99% of independent auto retailer sales are for vehicles under $20K² % Pre-COVID-19 Inventory under $20K³ SHIFT CARVANA CARmax vroom 21% 80% 73% 55% 39#40Opportunistic Pipeline of M&A Opportunities to Accelerate Growth M&A Potential to Accelerate Plans to Enter New Markets 1 Acquire Auto Retailer € Dealers represent $420BN¹ Focus on attractive markets for Shift Target cash flow accretive deals € 2 Leverage Reconditioning and Footprint Reconditioning Real estate footprint Scale improves other revenue 'Represents the 50% of the U.S. vehicle sales market comprised of dealer groups, with total market calculated as total units times average sales price Source: Edmunds Used Vehicle Report 2019, Automotive News Top 150 Dealership Groups, Capgemini 4/20 3 Omni-Channel Offering for Consumers Onboard inventory for ecommerce offering Digital car acquisitions 40#41Shift is Uniquely Positioned to Outperform During the Pandemic "Shift, an e-commerce marketplace for buying and selling cars, today announced it is offering its proprietary software solutions to a limited number of dealership groups that may have seen a drop in sales as a result of COVID-19. The company is looking to work with dealership groups that have multiple stores either shut down or operations significantly impacted by the nation-wide social distancing orders." - PR Newswire, April 9, 2020 0 "As we detail below, comments and insights from Mr. Arison suggest clearly both the underlying power and nimbleness of the up & coming Shift model and the potential for significant recovery in the used car business broadly as current COVID-19 headwinds abate." =& "Shift's model was already different than the traditional dealership "hub," but the company is now changing again. 'We've fundamentally redone the way we offer our core service,' Russell said. "Shift was originally designed to let people shop online for a car, push a button and let a car come to them. 'We had to really change that into a no-contact test drive, which is the way any retail business should be going,' he said." - San Francisco Chronicle, April 20, 2020 - Wall Street Analyst, April 28, 2020 41 Note: Shift has neither sought nor obtained the consent from any third party to use any statements or information contained in this presentation that have been obtained or derived from statements made or published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein#42Shift Select Investors ALLIANCE dem] Goldman Sachs VENTURE Threshold BMW i Ventures G2VP HIGHLAND CAPITAL PARTNERS LITHIA MOTORS, INC. 42#43Income Statement & Key Performance Indicators (KPIs) ($ in Millions) Ecommerce Vehicle Revenue Other Revenue Wholesale Vehicle Revenue Total Revenue % YoY Growth¹ Cost of Goods Sold Adjustment to Cost of Goods Sold Adjusted Total Gross Profit % Adjusted Gross Margin Marketing Expense General & Administrative Expense (excl. Marketing & SBC) Depreciation & Amortization Adjustment to Operating Expenses Adjusted Operating Profit (Loss) % Margin Net Interest Expense Stock-Based Compensation Adjustment to Net Income Adjusted Net Income (Loss) % Margin Adjusted EBITDA Reconciliation Adjusted Net Income (Loss) Net Interest Expense Stock-Based Compensation Depreciation of PP&E & Amortization Adjusted EBITDA % Margin Ecommerce Units Wholesale Units Total Units Sold Ecommerce Average Selling Price Wholesale Total ASP Adjusted Gross Profit per Unit Impact of Non-Repair Labor Expense Per Unit Customer Acquisition Cost per Unit Q1A $39.8 0.7 10.1 $50.6 87.9% 50.4 2.1 $2.3 4.5% 1.7 20.5 0.6 8.5 ($12.0) (23.7%) 0.5 0.3 1.1 ($11.7) (23.2%) ($11.7) (0.6) 0.3 0.6 ($11.4) (22.6%) 2,490 931 3,421 $15,977 10,824 $14,782 $921 $402 $677 Q2A 2019 $35.9 1.0 5.5 $42.5 32.6% 42.8 2.8 $2.4 5.7% 1.9 13.5 0.7 0.3 ($13.5) (31.7%) 1.0 0.2 1.1 ($13.6) (32.0%) ($13.6) (0.1) 0.2 0.7 ($12.7) (30.0%) 2,176 585 2,761 $16,521 9,481 $15,378 $1,111 $357 $895 Q3A $36.9 1.0 8.0 $45.9 10.2% 46.7 2.4 $1.5 3.3% 1.6 13.7 0.9 0.1 ($14.6) (31.8%) 1.0 0.8 1.1 ($15.4) (33.7%) ($15.4) (0.0) 0.8 0.9 ($13.7) (29.9%) 2,181 838 3,019 $16,925 9,534 $15,189 $697 $396 $745 Q4A $22.6 0.5 4.2 $27.4 (12.6%) 28.1 1.2 $0.5 1.7% 1.7 15.5 1.0 4.2 ($13.6) (49.6%) 1.1 0.4 1.1 ($14.0) (51.3%) ($14.0) 0.1 0.4 1.0 ($12.5) (45.8%) 1,416 474 1,890 $15,983 8,851 $14,472 $336 $341 $1,200 Q1A $21.9 0.7 7.4 $30.0 (40.8%) 26.6 0.2 $3.5 11.7% 1.8 11.3 1.0 (0.0) ($10.6) (35.5%) 1.2 0.3 1.1 ($11.1) (37.1%) ($11.1) 0.2 0.3 1.0 ($9.7) (32.2%) 1,421 706 2,127 $15,423 10,417 $14,082 $2,465 $342 $1,257 Q2A 2020 $27.5 1.2 3.8 $32.4 (23.6%) 28.9 0.2 $3.7 11.5% 2.9 11.0 1.1 ($11.3) (34.9%) 6.8 0.7 6.7 ($12.1) (37.4%) ($12.1) 0.1 0.7 1.1 ($10.2) (31.5%) 1,822 474 2,296 $15,076 7,928 $14,129 $2,048 $258 $1,603 Q3EA $47.7-$48.3 $2.1-$2.2 $8.8-$9.0 $58.7-$59.5 28.9% 54.8 $3.9 6.6% 3.9 11.7 1.2 ($12.9) (22.0%) 0.4 0.4 ($13.7) (23.3%) ($13.7) 0.4 0.4 1.2 ($11.7) (20.0%) 2,930-2,940 1,100 4,030-4,040 $16,463 10,710 $15,991 $1,318 $150 $1,339 Q4E $59.4 3.1 9.5 $72.0 163.3% 67.9 $4.1 5.7% 6.5 13.1 1.4 ($16.8) (23.4%) 0.5 0.4 ($17.7) (24.6%) ($17.7) 0.5 0.4 1.4 ($15.5) (21.5%) 3,615 924 4,539 $16,442 10,260 $15,866 $1,139 $150 $1,794 2018A $122.9 2.6 6.3 $131.8 39.4% 126.4 $5.4 4.1% 5.4 39.1 2.5 1.7 ($40.0) (30.3%) 3.0 0.2 3.1 ($40.1) (30.4%) OS ($40.1) (0.1) 0.2 2.5 ($37.4) (28.4%) 7,232 1,248 8,480 $16,992 5,053 $15,544 $745 $235 $752 2019A $135.3 3.2 27.8 $166.2 26.1% 168.0 8.5 $6.7 4.0% 7.0 63.2 3.2 13.1 ($53.6) (32.3%) 3.6 1.7 4.2 ($54.7) (32.9%) ($54.7) (0.6) 1.7 3.2 ($50.4) (30.3%) 8,263 2,828 11,091 $16,371 9,833 $14,988 $811 $378 $842 2020E $157.1 $7.5 $28.5 $193.1 16.1% 178.2 0.3 $15.2 7.9% 15.1 47.1 4.6 (0.0) ($51.7) (26.8%) 8.9 1.8 7.8 ($54.7) (28.3%) ($54.7) 1.2 1.8 4.6 ($47.1) (24.4%) 9,789 2,842 12,631 $16,046 10,027 $15,286 $1,554 $198 $1,544 2021E $348.0 19.6 34.3 $401.8 108.1% 364.7 $37.1 9.2% 30.0 60.9 6.5 ($60.2) (15.0%) 2.5 1.8 ($64.5) (16.1%) ($64.5) 2.5 1.8 6.5 ($53.7) (13.4%) 20,921 3,365 24,286 $16,633 10,183 $16,546 $1,774 $150 $1,433 ¹YOY Growth for Q3A 2020 calculated by the midpoint of the range ²Ecommerce average selling price calculated as ecommerce vehicle sales divided by ecommerce units 3Adjusted gross profit per unit calculated as adjusted gross profit divided by ecommerce units "Impact of non-repair labor expense per unit calculated as non-repair labor expense divided by ecommerce units 5Customer acquisition cost (CAC) per unit calculated as marketing expense divided by ecommerce units Estimated Actual (EA) defined as the range of achieved actual results. Note: Adjusted gross profit includes total adjustments of cost of goods sold of $8.5MM in 2019A and $0.3MM in 2020E. Operating Profit includes total adjustments of $1.9MM in 2018A, $23.2MM in 2019A, $2.1MM in 2020E and $1.8MM in 2021E, and Net Income (Loss) includes total adjustments of $4.8MM in 2018A, $25.7MM in 2019A, and $8.1MM in 2020E. For a reconciliation of adjusted gross margin and operating profit and net income (loss) to their most directly comparable GAAP financial measures see page 44 of the presentation. Adjustments are attributable to non-cash expenses, largely related to Lithia warrant milestones, including $8.5 million of contra-revenue in 2019. These projections are for illustrative purposes only and should not be relied upon as being 43 necessarily indicative of future results. Projections that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. Quarterly numbers are not shown under SAS 100 guidelines.#44Non-GAAP to GAAP Reconciliation ($ in Millions) Adjusted Total Gross Profit Adjustment to Cost of Goods Sold GAAP Total Gross Profit Adjusted Operating Profit (Loss) Adjustment to Gross Profit Adjustment to Operating Expenses Stock-Based Compensation GAAP Operating Profit (Loss) Adjusted Net Income (Loss) Adjustment to Gross Profit Adjustment to Operating Expenses Adjustment to Net Income GAAP Net Income (Loss) Q1A $2.3 2.1 $0.2 ($12.0) 2.1 8.5 0.3 ($22.8) ($11.7) 2.1 8.5 1.1 ($23.4) Q2A 2019 $2.4 2.8 ($0.4) ($13.5) 2.8 0.3 0.2 ($16.7) ($13.6) 2.8 0.3 ($17.7) Q3A $1.5 2.4 ($0.9) ($14.6) 2.4 0.1 0.8 ($17.9) ($15.4) 2.4 0.1 1.1 ($19.0) Q4A $0.5 1.2 ($0.7) ($13.6) 1.2 4.2 0.4 ($19.3) ($14.0) 1.2 4.2 1.1 ($20.5) Q1A $3.5 0.2 $3.3 ($10.6) 0.2 (0.0) 0.3 ($11.1) ($11.1) 0.2 (0.0) 1.1 ($12.3) Q2A 2020 $3.7 0.2 $3.6 ($11.3) 0.2 0.7 ($12.2) ($12.1) 0.2 6.7 ($19.0) Q3EA¹ $3.9 $3.9 ($12.9) 0.4 ($13.3) ($13.7) ($13.7) Q4E $4.1 $4.1 ($16.8) 0.4 ($17.2) ($17.7) ($17.7) 2018A $5.4 $5.4 ($40.0) - 1.7 0.2 ($41.8) ($40.1) 1.7 3.1 ($44.9) 2019A $6.7 8.5 ($1.8) ($53.6) 8.5 13.1 1.7 ($76.8) ($54.7) 8.5 13.1 4.2 ($80.5) 2020E $15.2 0.3 $14.9 ($51.7) 0.3 (0.0) 1.8 ($53.8) ($54.7) 0.3 (0.0) 7.8 ($62.7) Note: Adjustments are attributable to non-cash expenses, largely related to Lithia warrant milestones, including $8.5 million of contra-revenue in 2019. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Projections that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. Quarterly numbers are not shown under SAS 100 guidelines. 'Estimated Actual (EA) defined as the range of achieved actual results. 2021E $37.1 $37.1 ($60.2) 1.8 ($62.0) ($64.5) ($64.5) 44#45Balance Sheet ($ in Millions) Assets Current Assets: Cash and Cash Equivalents Restricted Cash Accounts Receivable, Net Inventory Prepaid Expenses and Other Current Assets Total Current Assets Property and Equipment, Net Capitalized Website and Internal Use Software Costs, Net Restricted Cash, Noncurrent Deferred Borrowing Costs Other Non-Current Assets Total Assets Liabilities and Stockholder's Deficit Current Liabilities Accounts Payable Accrued Expenses and Other Current Liabilities Flooring Line of Credit Total Current Liabilities Related Party Long Term Note, Net, Noncurrent Warrants Liability Other Noncurrent Liabilities Total Liabilities Commitment and Contingencies Convertible Preferred Stock Total Stockholders' Deficit Total Liabilities, Convertible Preferred Stock and Stockholders' Deficit Note: All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. As of December 31, 2018A $71.4 0.4 4.1 43.1 1.3 $120.2 0.9 3.2 0.3 13.4 0.7 $138.7 $5.2 6.1 27.4 $38.6 0.0 8.9 0.0 $47.5 213.5 ($122.3) $138.7 2019A $43.0 0.0 1.8 18.2 1.9 $64.9 25153 2.1 5.7 1.6 5.2 3.3 $82.8 $2.0 6.0 16.2 $24.2 8.5 4.8 2.0 $39.4 842 223.6 ($180.3) $82.8 Q1 2020A $28.5 0.0 2.5 21.7 2.3 $55.0 2.1 6.1 1.6 4.4 3.1 $72.3 $3.3 8.1 14.0 $25.3 8.8 4.8 1.9 $40.9 223.6 ($192.2) $72.3 Q2 2020A $23.1 0.0 2.2 15.6 3.1 $44.0 1.9 6.3 1.6 3.7 3.0 $60.5 $3.0 10.2 6.7 $19.9 9.2 10.4 8.0 $47.5 223.6 ($210.6) $60.5 45#46Cash Flow Statement (S in Millions) Cash Flows from Operating Activities: Net Loss Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation and Amortization Stock-Based Compensation Expense, Including Warrant Remeasurement Non-Cash Expense Upon Milestone Achievement Contra-Revenue Associated with Milestones Amortization of Debt Discount Compensation Expense from Exchange of Common Stock Change in Net Working Capital Changes in Operating Assets and Liabilities: Accounts Receivable Inventory Prepaid Expenses and Other Current Assets Other Noncurrent Assets Accounts Payable Accrued Expenses and Other Current Liabilities Other Noncurrent Liabilities Net Cash Used in Operating Activities 2018A ($44.9) 2.5 0.2 4.2 1.9 (27.7) (0.7) (30.7) (0.1) 0.1 3.5 0.3 (0.0) ($63.7) 2019A ($80.5) 3.2 1.2 6.9 8.5 4.2 4.8 23.4 2.2 24.9 (0.6) (0.1) (3.2) (0.2) 0.4 ($28.2) Q1 2020A ($12.3) 1.0 0.3 0.2 1.1 (1.1) (0.6) (3.5) (0.5) 0.1 1.3 2.2 (0.0) ($10.9) Q2 2020A ($19.0) 1.1 6.1 0.2 1.1 7.3 0.2 6.1 (0.7) (0.2) (0.3) 2.0 (0.0) ($3.3) ($ in Millions) Cash Flows from Investing Activities: Purchases of Property and Equipment Capitalized Website Internal-Use Software Costs Net Cash Used in Investing Activities Cash Flows from Financing Activities: Proceeds From Borrowings Under Loan and Security Agreements Repayment of Borrowings Under Loan and Security Agreements Proceeds From Delayed Draw Term Loans Proceeds From Convertible Promissory Notes Proceeds From Floor Plan Line of Credit Facility Repayment of Flooring Line of Credit Facility Proceeds from SBA PPP Loans Proceeds From Issuance of Convertible Preferred Stock Issuance Costs Related to Convertible Preferred Stock Proceeds from Stock Options Exercises, Including from Early Exercised Options Repurchase of Shares Related to Early Exercised Options Net Cash Flows from Financing Activities Beginning Cash, Cash Equivalents & Restricted Cash Net Change in Cash Ending Cash, Cash Equivalents & Restricted Cash 2018A (0.9) (3.0) ($3.9) 10.0 (14.0) 20.0 37.1 (9.8) 84.2 (3.8) 0.5 (0.0) $124.3 $15.4 $56.7 $72.1 2019A (1.7) (4.9) ($6.6) 12.5 112.4 (123.6) 5.8 (0.0) 0.2 (0.0) $7.2 $72.1 ($27.5) $44.6 Q1 2020A (0.2) (1.1) ($1.3) 8.1 (10.4) 0.1 ($2.2) $44.6 Note: Figures that are considered non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. All historical annual GAAP financials shown are audited; quarterly, non-GAAP financials and projections are unaudited. Quarterly numbers are not shown under SAS 100 guidelines. ($14.4) $30.1 Q2 2020A (0.1) (0.8) ($1.0) 21.0 (28.3) 6.1 0.0 (0.0) ($1.2) $30.1 ($5.5) $24.7 46