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EXHIBIT E
(Painter Codebase APA)
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INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT
This Intellectual Property Asset Purchase Agreement (³Agreement´) is made as of
February 5, 2024 (³Effective Date´), by and between Scott Painter, an individual (³Buyer´), and
Shift Technologies, Inc., a Delaware corporation, and each of its undersigned affiliated debtors in
the Bankruptcy Cases, to the extent such affiliated debtor owns any of the Acquired Assets (each,
a ³Seller,´ and collectively, the ³Sellers´). Capitalized terms used herein and not otherwise defined
herein have the respective meanings ascribed to them in Article I.
RECITALS
A.
On October 9, 2023 (the ³Petition Date´), each of the Sellers filed a voluntary
petition for relief under chapter 11 of the U.S. Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the
³Bankruptcy Code´) in the United States Bankruptcy Court for the Northern District of California
(the ³Bankruptcy Court´) under Case No. 23-30687 (HLB) (Lead Case - Jointly Administered)
(the ³Bankruptcy Cases´). Sellers continue to operate their businesses and manage their properties
as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
B.
On December 28, 2023, Sellers filed the Motion of the Debtors for Entry of an
Order Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 363(f), and Fed. R. Bankr. P. 6004 (I) (a)
Approving Sale Procedures; (b) Authorizing Entry into One or More Stalking Horse Agreements;
and (c) Setting Sale Hearing; and (II) Authorizing Debtors to Sell Intellectual Property and
Related Assets Free and Clear of Liens, Claims, Encumbrances, and Interests (the ³Sale
Procedures Motion´).
C.
On January 18, 2024, the Bankruptcy Court issued the Order Regarding Sale
Procedures Motion (the ³Sale Procedures Order´), a copy of which is attached hereto as Exhibit
A, which authorized the Debtors to sell the Acquired Assets in accordance with the procedures set
forth in the Motion, subject to the provisions of the Sale Procedures Order (the ³Sale Procedures´).
D.
The Sale Procedures Order established a deadline for Sellers to receive qualified
bids for the Acquired Assets and a date for the commencement of an auction, if necessary. The
Sale Procedures Order also provides that by February 9, 2024, Sellers will file with the Bankruptcy
Court (i) declaration(s) in support of the sale of the Acquired Assets, which will include a copy of
this Agreement, and (ii) a notice of the hearing for the Bankruptcy Court to consider final approval
of the sale(s) of the Acquired Assets, scheduled to take place by videoconference on February 22,
2024, at 10:00 a.m. (Pacific Time), which will identify the Buyer(s), the Acquired Assets, and the
[respective] Purchase Price[s] for the Acquired Assets. Sellers will request that upon approval of
the sale(s), the Bankruptcy Court issue an Order Pursuant to 11 U.S.C. §§ 105(a), 363(b), and
363(f), and Fed. R. Bankr. P. 6004 Approving Sale of Intellectual Property and Related Assets
Free and Clear of Liens, Claims, Encumbrances, and Interests (the ³Sale Order´), substantially in
the form of the attached Exhibit B.
E.
Sellers desire to sell to Buyer(s) all of the Acquired Assets, and Buyer desires to
purchase from Sellers the designated Acquired Assets, on the terms and subject to the conditions
hereinafter set forth.
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F.
Pursuant to the Sale Procedures, Buyer has delivered to Hilco Streambank, in
immediately available funds, an amount equal to ten percent (10%) (the ³Deposit´) of the Purchase
Price.
G.
The execution and delivery of this Agreement and Sellers¶ ability to consummate
the transactions set forth in this Agreement are subject to, among other things, the entry of the Sale
Order.
H.
The Parties desire to consummate the proposed transactions as promptly as
practicable after the Bankruptcy Court enters the Sale Order.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants herein contained, and
for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions. For purposes of this Agreement, the following terms have the
meaning specified or referenced below.
³Acquired Assets´ has the meaning set forth in Section 2.1.
³Affiliate´ has the meaning ascribed to it in section 101(2) of the Bankruptcy Code.
³Agreement´ has the meaning set forth in the Preamble.
³Allocation´ has the meaning set forth in Section 7.1(e).
³Alternative Transaction´ means a transaction or series of related transactions (whether by
asset sale, equity purchase, reorganization, merger, or otherwise) pursuant to which Seller agrees
to a sale or sales (to one or more Persons other than Buyer) of all of the Acquired Assets or any
group of assets that includes all or any material portion of the Acquired Assets or a reorganization
of Seller pursuant to a plan approved the Bankruptcy Court.
³Auction´ has the meaning ascribed to such term in the Sale Procedures.
³Next Highest Bidder´ has the meaning ascribed to such term in the Sale Procedures.
³Bankruptcy Cases´ has the meaning set forth in the Recitals.
³Bankruptcy Code´ has the meaning set forth in the Recitals.
³Bankruptcy Court´ has the meaning set forth in the Recitals.
³Books and Records´ means copies or originals of all files and records, archived files,
artwork, development and design work, graphics and design work, technical files, and operational
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manuals and documentation specifically relating to the Acquired Assets, to the extent such
documents are in Sellers¶ possession or control, including but not limited to Sellers¶ rights, if any,
to any such files, records, work, or documentation that may be in the possession of Sellers¶
prepetition counsel, all in any form or medium, including electronic and computer files stored or
maintained on Third Party Platforms.
³Business Day´ means any day of the year, other than a Saturday or Sunday, on which
national banking institutions in San Francisco, California, are open to the public for conducting
business and are not required or authorized by Law to close.
³Buyer´ has the meaning set forth in the Preamble.
³Buyer Termination Notice´ has the meaning set forth in Section 10.1(c)(i).
³Closing´ has the meaning set forth in Section 3.4.
³Closing Date´ has the meaning set forth in Section 3.4.
³Closing Date Cash Payment´ has the meaning set forth in Section 3.3.
³Closing Legal Impediment´ has the meaning set forth in Section 8.3.
³Code´ means the Internal Revenue Code of 1986, as amended.
³Codebase ± Shift Platform" means the codebase set forth on Schedule 1.1.
³Codebase ± Legacy Fair Platform" means the codebase set forth on Schedule 1.2.
³Competing Bids´ has the meaning set forth in Section 6.2(a).
³Deposit´ has the meaning set forth in the Recitals.
³Effective Date´ has the meaning set forth in the Preamble.
³Encumbrance´ means any charge, lien, interest, claim, mortgage, hypothecation, deed of
trust, pledge, security interest, option, right of use or possession, right of first offer or first refusal,
easement, servitude, restrictive covenant, encroachment, encumbrance, or other similar restriction
of any kind including, but not limited to, claims of successor liability.
³Governmental Authority´ means any United States federal, state, municipal, or local or
any foreign government, governmental agency or authority, or regulatory or administrative
authority, including the United States Patent and Trademark Office, or any court, tribunal, or
judicial body of competent jurisdiction, including the Bankruptcy Court.
³Hilco Streambank´ means Hilco IP Services, LLC, d/b/a Hilco Streambank.
³Knowledge´ means, with respect to any matter in question, in the case of Sellers, the
actual knowledge of Ayman Moussa (CEO, Shift Technologies, Inc.) and Scott Hodgdon (General
Counsel and Corporate Secretary, Shift Technologies, Inc.).
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³Law´ means any foreign or domestic law, statute, code, ordinance, rule, regulation, order,
judgment, writ, stipulation, award, injunction, or decree by any Governmental Authority.
³Liability´ means any debt, loss, claim, damage, demand, fine, judgment, penalty, liability,
or obligation (whether known or unknown, asserted or unasserted, absolute or contingent, accrued
or unaccrued, liquidated or unliquidated, or due or to become due).
³Material Adverse Effect´ means any effect, change, condition, circumstance,
development, or event that, individually or in the aggregate with all other effects, changes,
conditions, circumstances, developments and events has had, or would reasonably be expected to
have, a material adverse effect on (x) the Acquired Assets, taken as a whole or (y) Sellers¶ ability
to consummate the transactions provided for herein, excluding any effect, change, condition,
circumstance, development, or event that results from or arises out of: (i) general business or
economic conditions in any of the geographical areas in which any Seller operates or uses the
Acquired Assets; (ii) geopolitical conditions or any outbreak or escalation of hostilities or acts of
terrorism or war or any effect, change or event that is otherwise generally applicable to the
industries and markets in which any Seller operates; (iii) changes in Laws or accounting
regulations or principles; (iv) any event, change, or occurrence, affecting United States financial,
banking, or securities markets (including any disruption thereof or any decline in the price of
securities generally or any market or index); (v) the occurrence of any calamity or force majeure
event, including but not limited to the COVID-19 pandemic or any other pandemic (including the
impact on economies generally and the results of any actions taken by any Governmental Authority
in response thereto); (vi) the Bankruptcy Cases, including, without limitation, the Auction and any
announced liquidation of Sellers¶ assets; or (vii) any action expressly provided for in this
Agreement or taken at the written request of Buyer; except in the case of clauses (i) through (v),
to the extent such change, condition, circumstance, development, or event has a disproportionate
impact on the Acquired Assets, as compared to the impact on other participants engaged in the
industries and geographies in which Sellers operate.
³Order´ means any award, writ, injunction, judgment, order, or decree entered, issued,
made, or rendered by any Governmental Authority.
³Outside Date´ has the meaning set forth in Section 10.1(b)(ii).
³Party´ or ³Parties´ means, individually or collectively, as applicable, Buyer and Sellers.
³Patent´ means the patent set forth on Schedule 1.4.
³Person´ means any individual, corporation (including any non-profit corporation),
partnership, limited liability company, joint venture, estate, trust, association, organization, other
entity, or Governmental Authority.
³Post-Closing Tax Period´ means (a) any taxable period beginning after the Closing Date
and (b) the portion of any Straddle Period beginning after the Closing Date.
³Pre-Closing Covenant´ has the meaning set forth in Section 11.9.
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³Pre-Closing Tax Period´ means (a) any taxable period ending on or before the Closing
Date and (b) the portion of any Straddle Period beginning on the first day of such Straddle Period
and ending at the close of business on the Closing Date.
³Proceeding´ means any action, arbitration, audit, hearing, investigation, litigation, or suit
(whether civil, criminal, administrative, or investigative) commenced, brought, conducted, or
heard by or before, or otherwise involving, any Governmental Authority.
³Purchase Price´ has the meaning set forth in Section 3.1.
³Qualified Bid´ has the meaning set forth in the Sale Procedures.
³Representative´ means, with respect to a particular Person, any director, officer,
employee, agent, consultant, advisor, or other representative of such Person, including legal
counsel, accountants, and financial advisors.
³Sale Motion´ has the meaning set forth in the Recitals.
³Sale Order´ has the meaning set forth in the Recitals.
³Sale Procedures´ means the solicitation, bid, and auction procedures governing the sale
of the Acquired Assets, as set forth in the Sale Procedures Motion but subject to the provisions of
the Sale Procedures Order.
³Sale Procedures Order´ has the meaning set forth in the Recitals.
³Sellers´ has the meaning set forth in the Preamble.
³Sellers Termination Notice´ has the meaning set forth in Section 10.1(d)(i).
³Straddle Period´ means any taxable period beginning on or before the Closing Date and
ending after the Closing Date.
³Subsidiary´ means any entity with respect to which a specified Person (or a Subsidiary
thereof) has the power, through the ownership of securities or otherwise, to elect a majority of the
directors or similar managing body.
³Successful Bidder´ has the meaning set forth in the Sale Procedures.
³Tax´ or ³Taxes´ means any federal, state, local or foreign income, gross receipts, capital
stock, franchise, profits, withholding, social security, unemployment, disability, real property, ad
valorem, personal property, stamp, excise, occupation, sales, use, transfer, value added, alternative
minimum, estimated, or other tax or imposition, including any interest, penalty, or addition thereto.
³Tax Return´ means any return, declaration, report, claim for refund, information return,
or other document (including any related or supporting estimates, elections, schedules, statements,
or information) filed with or required to be filed with any Governmental Authority or required to
be provided to any Person, in each case in connection with the determination, assessment, or
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collection of any Tax or the administration of any laws, regulations, or administrative requirements
relating to any Tax.
³Third Party´ means a Person who is neither a Party nor an Affiliate of a Party.
³Transaction Documents´ means this Agreement and any other agreements, instruments,
or documents entered into pursuant to this Agreement.
³Transfer Taxes´ has the meaning set forth in Section 7.1(a).
Section 1.2
Other Definitions and Interpretive Matters. Unless otherwise denoted to the
contrary in this Agreement by the context or use thereof:
(a)
When calculating the period of time before which, within which, or
following which any act is to be done or step taken pursuant to this Agreement, the date that is the
reference date in calculating such period will be excluded. If the last day of such period is a day
other than a Business Day, the period in question will end on the next succeeding Business Day.
(b)
Any reference in this Agreement to ³$´ means U.S. dollars.
(c)
All Exhibits attached hereto or referred to herein are hereby incorporated
into and made a part of this Agreement as if set forth in full herein.
(d)
Any reference in this Agreement to words importing the singular number
also includes the plural and vice versa.
(e)
The provision of a table of contents, the division of this Agreement into
Articles, Sections, and other subdivisions, and the insertion of headings are for convenience of
reference only and will not affect or be utilized in the construction or interpretation of this
Agreement. All references in this Agreement to any ³Section,´ ³Article,´ ³Schedule,´ or ³Exhibit´
are to the corresponding Section, Article, Schedule, or Exhibit of or to this Agreement unless
otherwise specified.
(f)
Words such as ³herein,´ ³hereof,´ and ³hereunder´ refer to this Agreement
as whole and not merely to a subdivision in which such words appear, unless the context otherwise
requires.
(g)
The word ³including´ or any variation thereof means ³including, without
limitation,´ and will not be construed to limit any general statement that it follows to the specific
or similar items or matters immediately following it.
ARTICLE II
PURCHASE AND SALE
Section 2.1
Purchase and Sale of the Acquired Assets. On the terms and subject to the
conditions set forth in this Agreement, on the Closing Date, in consideration of payment of the
Purchase Price by Buyer, Sellers will sell, transfer, assign, convey, and deliver, or cause to be sold,
transferred, assigned, conveyed, and delivered, to Buyer, free and clear of any Encumbrances, and
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Buyer will purchase, assume, and accept from Sellers, all right, title, and interest of Sellers in, to,
or under the following (collectively, the ³Acquired Assets´):
(a)
Codebase - Shift Platform;
(b)
Codebase - Legacy Fair Platform;
(c)
the Patent;
(d)
the Books and Records; and
(e)
all goodwill associated with the Acquired Assets.
The term ³Acquired Assets´ excludes: (1) all assets not specifically defined herein as an Acquired
Asset; and (2) all claims and causes of action belonging to the Sellers and not specifically sold and
transferred to Buyer.
Section 2.2
Further Assurances. Following the Closing, the Parties will use their
respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, do
or cause to be done all things reasonably necessary under applicable Law, and execute and deliver
such instruments and documents and to take such other actions, as may be required to consummate
the transactions provided for in this Agreement at or after the Closing; provided, however, that
nothing in this Section 2.2 will prohibit Sellers from ceasing operations or winding up Sellers¶
affairs and liquidating following the Closing. Upon the completion of the winding up of Sellers¶
affairs and liquidation, Sellers will have no further responsibility under this Section 2.2. In
furtherance and not in limitation of the foregoing, in the event that any of the Acquired Assets are
not conveyed at Closing, Sellers will use commercially reasonable efforts to convey such Acquired
Assets to Buyer as promptly as practicable after the Closing.
ARTICLE III
PURCHASE PRICE; CLOSING
Section 3.1
Purchase Price. In consideration for the purchase, sale, assignment, and
transfer of the Acquired Assets, Buyer will pay to Seller in cash the sum of ONE HUNDRED
TWENTY THOUSAND DOLLARS ($120,000.00) (the ³Purchase Price´).
Section 3.2
Deposit. Buyer will deliver the Deposit to Hilco Streambank in
immediately available funds in accordance with the terms of the Sale Procedures. The Deposit will
not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor
of Seller or Buyer. The Deposit will be retained by Sellers at the Closing as a portion of the
Purchase Price, or if this Agreement is terminated, treated in the manner set forth in Section 10.2.
Section 3.3
Closing Date Payment. At the Closing, (a) Buyer will pay to Sellers, or to
an account designated by Sellers, in cash by wire transfer of immediately available funds an
amount equal to the Purchase Price minus the Deposit (the ³Closing Date Cash Payment´), and (b)
Buyer and Sellers will direct Hilco Streambank to indefeasibly transfer the Deposit, and Closing
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Date Cash Payment if Hilco Streambank is in receipt of such payment, to an account designated
by Sellers.
Section 3.4
Closing Date. On the terms and subject to the conditions set forth in this
Agreement, the closing of the sale of the Acquired Assets provided for herein (the ³Closing´) will
take place by electronic exchange of documents on a date no later than the first Business Day
following the date on which the conditions set forth in Article VIII and Article IX have been
satisfied or (if permissible) waived (other than the conditions that by their nature are to be satisfied
by actions taken at the Closing, but subject to the satisfaction or (if permissible) waiver of such
conditions), or at such other place or time as Buyer and Seller may mutually agree upon in writing.
The date and time at which the Closing actually occurs is referred to herein as the ³Closing Date.´
Section 3.5
Buyer¶s Deliveries to Sellers. At the Closing, Buyer will deliver to Sellers
each of the following:
(a)
the Closing Date Cash Payment in accordance with Section 3.3(a), and a
direction to Hilco Streambank, duly executed by Buyer, to deliver the Deposit, and the Closing
Date Cash Payment if Hilco Streambank is in receipt of such payment, to Sellers in accordance
with Section 3.3(b);
(b)
each other Transaction Document to which Buyer is a party, duly executed
by Buyer;
(c)
the certificates of Buyer to be received by Sellers pursuant to Section 9.1
and Section 9.2; and
(d)
such assignments in form reasonably satisfactory to Sellers as Sellers may
reasonably request to transfer and assign the Acquired Assets to Buyer.
Section 3.6
Sellers¶ Deliveries to Buyer. At the Closing, Sellers will deliver to Buyer
each of the following:
(a)
a direction to Hilco Streambank, duly executed by Sellers, to deliver the
Deposit, and the Closing Date Cash Payment if Hilco Streambank is in receipt of such payment,
to Sellers in accordance with Section 3.3(b);
(b)
each other Transaction Document to which any Seller is a party, duly
executed by each such Seller;
(c)
confirmation that the Bankruptcy Court has entered the Sale Order and no
order staying, reversing, modifying, or materially amending the Sale Order will be in effect on the
applicable Closing Date;
(d)
such assignments in form reasonably satisfactory to Buyer that are
necessary to vest in Buyer all of Sellers¶ right, title, and interest in, to, or under all of the Acquired
Assets, free and clear of Encumbrances;
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(e)
with respect to the Domain Names and the Social Media Accounts, if an
Acquired Asset or Acquired Assets, transfer to Buyer of all administrative rights to the Domain
Names and the Social Media Accounts in a manner reasonably and mutually acceptable to Sellers
and Buyer; and
(f)
the Books and Records, if an Acquired Asset.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers hereby represent and warrant to Buyer that the following statements contained in
this Article IV are true and correct as of the date hereof and as of the Closing Date:
Section 4.1
Organization and Good Standing. Each of Shift Technologies, Inc. and Shift
Operations LLC is an entity duly organized, validly existing, and in good standing under the Laws
of the jurisdiction of such Seller¶s organization. Subject to the limitations imposed on such Seller
as a result of the Bankruptcy Cases, (x) each such Seller has the requisite corporate power and
authority to own or lease and to operate and use such Seller¶s properties, and (y) is qualified to do
business and is in good standing (or its equivalent) in every jurisdiction in which its ownership of
property or the conduct of its business as now conducted requires, or has required it, to qualify,
except where the failure to be so qualified or have qualified would not reasonably be expected to
have a Material Adverse Effect.
Section 4.2
Authority; Validity; Consents. Each Seller has, subject to requisite
Bankruptcy Court approval and limitations imposed on Seller as a result of the Bankruptcy Cases,
as applicable, the requisite corporate power and authority necessary to enter into and perform such
Seller¶s obligations under this Agreement and the other Transaction Documents to which such
Seller is a party, and to consummate the transactions provided for herein and thereby. This
Agreement has been duly and validly executed and delivered by such Seller and each other
Transaction Document required to be executed and delivered by such Seller at the Closing will be
duly and validly executed and delivered by such Seller at the Closing. Subject to requisite
Bankruptcy Court approval and limitations imposed on such Seller as a result of the Bankruptcy
Cases, as applicable, this Agreement and the other Transaction Documents constitute, with respect
to such Seller, the legal, valid, and binding obligations of such Seller, enforceable against such
Seller in accordance with their respective terms, except as such enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws now or hereafter in effect
relating to creditors¶ rights generally or general principles of equity. Subject to, and after giving
effect to, requisite Bankruptcy Court approval (including, without limitation, the Sale Order), and
except for (a) entry of the Sale Order, and (b) notices, filings, and consents required in connection
with the Bankruptcy Cases, each Seller is not required to give any notice to, make any filing with,
or obtain any consent from any Person (including any Governmental Authority) in connection with
the execution and delivery of this Agreement and the other Transaction Documents to which it is
a party, or the consummation or performance of any of the transactions provided for herein and
thereby.
Section 4.3
[Reserved.]
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Section 4.4
[Reserved.]
Section 4.5
Legal Proceedings. As of the date hereof, except for the Bankruptcy Cases,
there is no Proceeding or order pending or, to Sellers¶ Knowledge, threatened in writing against
any Seller that (a) seeks to restrain or prohibit or otherwise challenge the consummation, legality,
or validity of the transactions provided for herein, or (b) would have a Material Adverse Effect.
Section 4.6
Brokers or Finders. Except for Hilco Streambank, Sellers have not incurred
any obligation or liability, contingent or otherwise, for brokerage or finders¶ fees or agents¶
commissions or other similar payment owed in connection with this Agreement, the other
Transaction Documents to which any Seller is a party, or the transactions provided for herein or
thereby, in all cases for which Buyer is or will become liable following the Closing.
Section 4.7
Free and Clear. Pursuant to the Sale Order, at Closing, Sellers¶ sale of the
Acquired Assets to Buyer will be free and clear of all Encumbrances.
Section 4.8
³As-is, Where-is´. Except for Sellers¶ representations and warranties in this
Article IV, THE SALE AND ASSIGNMENT OF THE ACQUIRED ASSETS PURSUANT
TO THIS AGREEMENT IS MADE ON AN ³AS IS, WHERE IS´ AND ³WITH ALL
FAULTS´ BASIS. Sellers expressly disclaim all other warranties of any kind, whether express or
implied, including but not limited to the implied warranties of merchantability, fitness for a
particular purpose, and non-infringement. Sellers have not made any, and make no other, express
or implied representation or warranty, either oral or written, whether arising by law, course of
dealing, course of performance, usage, trade, or otherwise, including with respect to the ownership
or use of the Acquired Assets, all of which Sellers expressly disclaim.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Sellers that the following statements contained in
this Article V are true and correct as of the date hereof and as of the Closing Date:
Section 5.1
Organization and Good Standing. Buyer is an individual.
Section 5.2
Authority; Validity; Consents. Buyer has the requisite power and authority
necessary to enter into and perform Buyer¶s obligations under this Agreement and the other
Transaction Documents to which it is a party, and to consummate the transactions provided for
herein and thereby. The execution, delivery, and performance of this Agreement by Buyer and the
consummation by Buyer of the transactions provided for herein have been duly and validly
authorized by all requisite corporate actions in respect thereof. This Agreement has been duly and
validly executed and delivered by Buyer, and each other Transaction Document to which Buyer is
a party will be duly and validly executed and delivered by Buyer at the Closing. This Agreement
and the other Transaction Documents to which Buyer is a party constitute the legal, valid, and
binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms,
except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to creditors¶ rights generally or general principles
of equity. Subject to requisite Bankruptcy Court approval, Buyer is not and will not be required to
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give any notice to or obtain any consent from any Person in connection with the execution and
delivery of this Agreement and the other Transaction Documents to which it is a party, or the
consummation or performance of any of the transactions provided for herein or thereby.
Section 5.3
No Conflict. The execution and delivery of this Agreement and the other
Transaction Documents and the consummation of the transactions provided for herein and therein
will not result in the breach of any of the terms and provisions of, or constitute a default under, or
conflict with, or cause any acceleration of any obligation of Buyer under (a) any agreement,
indenture, or other instrument to which it is bound, (b) the organizational documents of Buyer, (c)
any Order, or (d) any Law.
Section 5.4
Availability of Funds; Solvency. At the Closing, Buyer will have sufficient
cash in immediately available funds to pay the Purchase Price and any other costs, fees, and
expenses required to be paid by it under this Agreement and the other Transaction Documents. As
of the Closing and immediately after consummating the transactions provided for in this
Agreement and the other transactions provided for in the Transaction Documents, Buyer will not,
assuming that the representations and warranties made by Seller in Article IV of this Agreement
are accurate in all material respects, (i) be insolvent (either because Buyer¶s financial condition is
such that the sum of Buyer¶s debts is greater than the fair value of Buyer¶s assets, or because the
present fair value of Buyer¶s assets will be less than the amount required to pay Buyer¶s probable
Liability on Buyer¶s debts as they become absolute and matured), (ii) have unreasonably small
capital with which to engage in Buyer¶s business, or (iii) have incurred or planned to incur debts
beyond Buyer¶s ability to repay such debts as they become absolute and matured.
Section 5.5
Legal Proceedings. There are no Proceedings pending or, to Buyer¶s
knowledge, threatened, that would affect in any material respect Buyer¶s ability to perform Buyer¶s
obligations under this Agreement or any other Transaction Documents, or to consummate the
transactions provided for herein or thereby.
Section 5.6
Buyer¶s Due Diligence and Investigation. Prior to executing this
Agreement: (i) Buyer conducted its own due diligence and an independent investigation and
analysis of the Acquired Assets; (ii) except as specifically contained in this Agreement, Buyer did
not rely upon anything stated or not stated by Sellers or any of their attorneys or other professionals
in electing to purchase the Acquired Assets for the Purchase Price; and (iii) no employee, agent,
or other representative of any Seller was authorized to make, and Buyer did not rely upon, any
statement or representation other than those specifically contained in this Agreement. Buyer
acknowledges and agrees that it relied upon the advice of independent counsel throughout its
negotiations with Sellers. Buyer acknowledges and agrees that, except for the representations
and warranties contained in Article IV, Sellers are selling, assigning, and transferring the
Acquired Assets to Buyer on an ³as is,´ ³where is,´ and ³with all faults´ basis.
Section 5.7
Brokers or Finders. Buyer has not incurred any obligation or liability,
contingent or otherwise, for brokerage or finders¶ fees or agents¶ commissions or other similar
payment owed in connection with this Agreement, the other Transaction Documents to which
Buyer is a party, or the transactions provided for herein or thereby, in all cases for which Sellers
are or will become liable following the Closing.
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ARTICLE VI
ACTIONS PRIOR TO THE CLOSING DATE
Section 6.1
Actions Prior to the Closing Date. Sellers covenant and agree that, except
(i) as expressly provided for in this Agreement, (ii) with the prior written consent of Buyer, which
consent will not be unreasonably withheld, conditioned, or delayed, (iii) as required by the
Bankruptcy Court, or (iv) as otherwise required by Law, after the Effective Date and prior to the
Closing Date (or the earlier termination of this Agreement):
(a)
Sellers will use commercially reasonable efforts, taking into account
Sellers¶ status as debtors-in-possession in the Bankruptcy Cases, to maintain and preserve the
Acquired Assets in the Acquired Assets¶ present condition in all material respects;
(b)
Sellers will not:
(i)
sell, lease (as lessor), transfer, or otherwise dispose of, or mortgage
or pledge, or voluntarily impose or suffer to be imposed any Encumbrance on, any Acquired Asset;
(ii)
cancel or compromise any material Claim or waive or release any
material right, in each case, that is a Claim or right related to an Acquired Asset; or
(iii)
enter into any agreement or commitment to take any action
prohibited by this Section 6.1.
Section 6.2
Bankruptcy Court Filings and Approval.
(a)
This Agreement is subject to approval by the Bankruptcy Court and the
consideration by Sellers of higher or better competing bids in respect of a sale or other disposition
of the Acquired Assets (collectively, ³Competing Bids´). From the Effective Date and until the
Sellers have declared a Successful Bid pursuant to the Sale Procedures, Seller is permitted to, and
to cause its Representatives and Affiliates to, initiate communication with, and solicit or encourage
submission of any inquiries, proposals, or offers by, any Person (in addition to Buyer and its
Affiliates and Representatives) in connection with any Alternative Transaction. In addition, Sellers
have the authority to respond to any inquiries or offers with respect to an Alternative Transaction,
and to perform any and all other acts related thereto to the extent any such act is not in violation
of the Sale Procedures or the Bankruptcy Code.
(b)
Sellers will use commercially reasonable efforts to obtain the entry of the
Sale Order and such other relief from the Bankruptcy Court as may be necessary or appropriate in
connection with this Agreement and the consummation of the transactions provided for in this
Agreement. Buyer agrees that it will promptly take such actions as are reasonably requested by
Sellers to assist in obtaining the entry of the Sale Order.
(c)
Next Highest Bidder. By executing this Agreement, Buyer agrees to be the
Next Highest Bidder in the event that Sellers select it as such in accordance with the Sale
Procedures.
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ARTICLE VII
ADDITIONAL AGREEMENTS
Section 7.1
Taxes.
(a)
Any sales, use, transfer, documentary, stamp, registration, recording, value
added, or similar Taxes and fees (including any penalties and interest) payable in connection with
the sale or transfer of the Acquired Assets (³Transfer Taxes´), along with any expenses arising in
connection with preparation and filing of Tax Returns with respect to the Transfer Taxes, will be
borne entirely by Buyer. Accordingly, if Seller is required by Law to pay any such Transfer Taxes,
Buyer will promptly reimburse Sellers for the amount of such Transfer Taxes actually paid by
Sellers. Each Tax Return with respect to Transfer Taxes will be prepared and filed by the Party
that customarily has primary responsibility for filing such Tax Return pursuant to applicable Law.
Sellers and Buyer will use commercially reasonable efforts and cooperate in good faith to exempt
the sale and transfer of the Acquired Assets from any such Transfer Taxes to the extent allowed
under applicable Law, and will each timely sign and deliver (or cause to be timely signed and
delivered) such certificates or forms as may be necessary or appropriate.
(b)
Buyer and Sellers agree to furnish or cause to be furnished to each other
(and, in the case of Sellers, to any successor-in-interest of Sellers, such as a liquidating trust or
other entity), upon request, as promptly as practicable, such information and assistance primarily
relating to the Acquired Assets as is reasonably necessary for the filing of all Tax Returns, the
making of any election relating to Taxes, the claiming of any Tax refund, the preparation for any
audit by any taxing authority, and the prosecution or defense of any claims, suit, or proceeding
relating to any Tax (other than any proceeding between Buyer and Sellers); provided, however,
that other than as required pursuant to this Section 7.1(b), in no event will (i) Sellers have access
to any of the Tax Returns or other books and records of Buyer or any of its Affiliates (other than
Tax Returns primarily related to the Acquired Assets), or (ii) Buyer have access to any of the Tax
Returns of Sellers or other books and records of or any of its Affiliates. Any expenses incurred in
furnishing such information or assistance pursuant to this Section 7.1(b) will be borne by the Party
requesting it. Any information obtained pursuant to this Section 7.1(b) or pursuant to any other
Section hereof providing for the sharing of information or review of any Tax Return or other
schedule relating to Taxes will be kept confidential by the Parties and their respective Affiliates,
except as necessary to be disclosed in connection with such return, audit, or examination, refund
claim, proceedings, or determination, or as required by applicable Law.
(c)
Notwithstanding any other provisions in this Agreement, Buyer and Sellers
hereby waive compliance with all ³bulk sales,´ ³bulk transfer,´ and similar laws that may be
applicable with respect to the sale and transfer of any or all of the Acquired Assets to Buyer.
(d)
Any personal property or similar Taxes applicable to the Acquired Assets
for a Straddle Period will be apportioned between the Parties on the number of days of the Straddle
Period included in the Pre-Closing Tax Period and the number of days of the Straddle Period in
the Post-Closing Tax Period. Sellers will be liable for the proportionate amount of such Taxes that
is attributable to the Pre-Closing Tax Period, and Buyer will be liable for the proportionate amount
of such Taxes that is attributable to the Post-Closing Tax Period. Sellers will pay to Buyer an
amount equal to any such Taxes payable by Buyer that are attributable to the Pre-Closing Tax
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Period, and Buyer will pay to Sellers an amount equal to any such Taxes that have been paid by
Sellers that are not attributable to the Pre-Closing Tax Period. Such payments will be made on the
Closing Date or, if later, on the date such Taxes are due (or thereafter, promptly after request by
Buyer or Sellers if such Taxes are not identified by Buyer or Sellers on or prior to the Closing
Date).
(e)
[Reserved.]
Section 7.2
Payments Received. The Parties each agree that after the Closing, each of
the Parties will hold and will promptly transfer and deliver to the other Party, from time to time as
and when received by them, any cash, checks with appropriate endorsements (using each of their
commercially reasonable efforts not to convert such checks into cash), or other property that they
may receive on or after the Closing that properly belongs to the other Party, and will account to
the other Party for all such receipts.
Section 7.3
Information; Confidentiality.
(a)
The terms of any confidentiality agreement to which Buyer (or an Affiliate
of Buyer) is party in respect of Sellers (or any Affiliate of Sellers) will continue in full force and
effect until the Closing, at which time Buyer¶s obligations under any such confidentiality
agreement will terminate only insofar as they pertain to the Acquired Assets, and will otherwise
remain in full force and effect in accordance with the terms thereof.
(b)
From the date hereof until the Closing (or the earlier termination of this
Agreement), Sellers will provide Buyer and its Representatives with information concerning the
Acquired Assets, as Buyer or any of its Representatives may reasonably request; provided,
however, that in no event will Sellers be required to create any information in writing, electronic
format, or otherwise (including but not limited to reports, records, or files) concerning the
Acquired Assets that did not exist prior to such request of Buyer or any of its Representatives.
Notwithstanding anything to the contrary in this Agreement, Sellers will not be required to disclose
any attorney-client privileged information to Buyer or to make any disclosure that would violate
any applicable Law or fiduciary duty.
Section 7.4
Preservation of Books and Records. After the Closing Date, Buyer will
provide Sellers (including any successor-in-interest to Sellers, such as a liquidating trust or other
entity) and their Affiliates and Representatives (after reasonable notice and during normal business
hours and without charge to Sellers other than the costs of copying, if any) reasonable access to,
including the right to make copies of, all Books and Records, to the extent necessary to permit
Seller to determine any matter relating to its rights and obligations hereunder or to any period
ending on or before the Closing Date (for example, for purposes of any Tax or accounting audit or
any claim or litigation matter), for periods prior to the Closing and will preserve such books and
records until the later of (i) such period as will be consistent with Buyer¶s records retention policy
in effect from time to time, (ii) the retention period required by applicable Law, (iii) the conclusion
of all bankruptcy proceedings relating to the Bankruptcy Case, and (iv) in the case of books and
records relating to Taxes, the expiration of the statute of limitations applicable to such Taxes. Such
access will include access to any information in electronic form to the extent reasonably available.
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Buyer acknowledges that Seller has the right to retain originals or copies of all of Books and
Records included in or related to the Acquired Assets for periods prior to the Closing.
ARTICLE VIII
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE
Buyer¶s obligation to consummate the transactions provided for in this Agreement is
subject to the satisfaction or waiver by Buyer (to the extent waivable), at or prior to the Closing,
of each of the following conditions:
Section 8.1
Accuracy of Representations. The representations and warranties of Sellers
contained in Article IV will be true and correct as of the Effective Date and as of the Closing Date
as though made on and as of the Closing Date (except that those representations and warranties
addressing matters as of a particular date will be true and correct as of such date); provided,
however, that, other than in respect of Section 4.1, Section 4.2, and Section 4.6, the condition in
this Section 8.1 will be deemed to be satisfied so long as any failure of such representations and
warranties to be true and correct (without giving effect to any limitation as to ³materiality´ or
³Material Adverse Effect´ set forth therein), individually or in the aggregate, has not had and
would not reasonably be expected to have a Material Adverse Effect.
Section 8.2
Sellers¶ Performance. Sellers have performed and complied in all material
respects with the covenants and agreements that Sellers are required to perform or comply with
pursuant to this Agreement at or prior to the Closing.
Section 8.3
No Order. No Governmental Authority has enacted, issued, promulgated
or entered any Order which is in effect and has the effect of making illegal or otherwise prohibiting
the consummation of the transactions provided for in this Agreement (a ³Closing Legal
Impediment´); provided, however, that prior to asserting this condition Buyer has taken all actions
required to be taken by Buyer by Article VI to prevent the occurrence or entry of any such Closing
Legal Impediment and to remove or appeal as promptly as possible any such Closing Legal
Impediment.
Section 8.4
Sellers¶ Deliveries. Each of the deliveries required to be made to Buyer
pursuant to Section 3.6 has been delivered.
Section 8.5
Bankruptcy Court Approvals. The Bankruptcy Court has entered the Sale
Order, and the Sale Order is not subject to a stay pending appeal.
ARTICLE IX
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLERS TO CLOSE
Sellers¶ obligation to consummate the transactions provided for in this Agreement is
subject to the satisfaction or waiver by Sellers (to the extent waivable), at or prior to the Closing,
of each of the following conditions:
Section 9.1
Accuracy of Representations. The representations and warranties of Buyer
contained in Article V will be true and correct as of the Effective Date and as of the Closing Date
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as though made on and as of the Closing Date (except that those representations and warranties
addressing matters only as of a particular date will be true and correct as of such date); provided,
however, that, other than in respect of Section 5.1, Section 5.2, and Section 5.7, the condition in
this Section 9.1 will be deemed to be satisfied so long as any failure of such representations and
warranties to be true and correct (without giving effect to any limitation as to ³materiality´ or
³Material Adverse Effect´ set forth therein), individually or in the aggregate, has not had and
would not reasonably be expected to prevent or materially impair the ability of Buyer to
consummate the transactions provided for in this Agreement. At the Closing, Sellers will receive
a certificate of Buyer, signed by a duly authorized officer of Buyer, to that effect.
Section 9.2
Buyer¶s Performance. Buyer has performed and complied in all material
respects with the covenants and agreements that Buyer is required to perform or comply with
pursuant to this Agreement at or prior to the Closing. At the Closing, Sellers will receive a
certificate of Buyer, signed by a duly authorized officer of Buyer, to that effect.
Section 9.3
No Order. No Closing Legal Impediment will be in effect; provided,
however, that prior to asserting this condition Sellers have taken all actions required to be taken
by Sellers by Article VI to prevent the occurrence or entry of any such Closing Legal Impediment
and to remove or appeal as promptly as possible any such Closing Legal Impediment.
Section 9.4
Buyer¶s Deliveries. Each of the deliveries required to be made to Sellers
pursuant to Section 3.5 has been delivered.
Section 9.5
Bankruptcy Court Approvals. The Bankruptcy Court has entered the Sale
Order, and the Sale Order is not subject to a stay pending appeal.
ARTICLE X
TERMINATION
Section 10.1 Termination Events. Notwithstanding anything contained in this
Agreement to the contrary (other than as provided in the last sentence of this Section 10.1), this
Agreement may be terminated at any time prior to the Closing Date:
(a)
by mutual written consent of Seller and Buyer; or
(b)
by either Seller or Buyer:
(i)
if the Bankruptcy Court does not approve this Agreement for any
reason or if a Governmental Authority issues a final, non-appealable ruling or Order permanently
prohibiting the transactions provided for herein; provided, however, that the right to terminate this
Agreement pursuant to this Section 10.1(b)(i) will not be available to any Party whose breach of
any of its representations, warranties, covenants, or agreements contained herein results in such
failure to approve such ruling or Order;
(ii)
if the Closing has not occurred by the close of business fourteen (14)
days after the entry of the Sale Order (the ³Outside Date´); provided, however, that the right to
terminate this Agreement pursuant to this Section 10.1(b)(ii) will not be available to any Party
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whose breach of any of such Party¶s representations, warranties, covenants, or agreements
contained herein results in the failure of the Closing to be consummated by such time;
(iii)
if the Sale Order is vacated;
(iv)
if Seller enters into a definitive agreement with respect to an
Alternative Transaction; provided, however, that if Buyer is selected as the Next Highest Bidder
in accordance with the Sale Procedures, then Buyer may not terminate this Agreement or withdraw
its irrevocable offer unless and until such Alternative Transaction has closed;
(v)
Seller files any stand-alone plan of reorganization or liquidation
contemplating an Alternative Transaction, or consummates an Alternative Transaction; or
(c)
by Buyer:
(i)
in the event of any breach by Sellers of any of Sellers¶ agreements,
covenants, representations, or warranties contained herein that would result in the failure of a
condition set forth in Article VIII to be satisfied, and the failure of Sellers to cure such breach by
the earlier of (A) the Outside Date, and (B) the date that is fifteen (15) days after receipt of the
Buyer Termination Notice; provided, however, that (1) Buyer is not in breach of any of Buyer¶s
representations, warranties, covenants, or agreements contained herein in a manner that would
result in the failure of a condition set forth in Article IX to be satisfied, (2) Buyer notifies Sellers
in writing (the ³Buyer Termination Notice´) of Buyer¶s intention to exercise Buyer¶s rights under
this Section 10.1(c)(i) as a result of the breach, and (3) Buyer specifies in the Buyer Termination
Notice the representation, warranty, covenant, or agreement contained herein of which Sellers are
allegedly in breach;
(ii)
if the Bankruptcy Cases are dismissed or converted to cases under
Chapter 7 of the Bankruptcy Code, and neither such dismissal nor conversion provides for the
transactions provided for in this Agreement; or
(iii)
if any conditions to the obligations of Buyer set forth in Article VIII
has become incapable of fulfillment other than as a result of a breach by Buyer of any covenant or
agreement contained in this Agreement; or
(d)
by Seller:
(i)
except as provided in Section 10.1(d)(ii), in the event of any breach
by Buyer of any of Buyer¶s agreements, covenants, representations, or warranties contained herein
that would result in the failure of a condition set forth in Article IX to be satisfied, and the failure
of Buyer to cure such breach by the earlier of (A) the Outside Date and (B) the date that is fifteen
(15) days after receipt of the Sellers Termination Notice; provided, however, that Sellers (1) are
not themselves in material breach of any of Sellers¶ representations, warranties, covenants, or
agreements contained herein, and (2) Sellers notify Buyer(s) in writing (the ³Sellers Termination
Notice´) of Sellers¶ intention to exercise Sellers¶ rights under this Section 10.1(d)(i) as a result of
the breach, and Sellers specify in the Sellers Termination Notice the representation, warranty,
covenant, or agreement contained herein of which Buyer is allegedly in breach; or
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(ii)
if the Sale Order with respect to the transactions provided for in this
Agreement has been entered and is not subject to any stay on enforcement and (A) Sellers have
provided Buyer with written notice that Sellers are prepared to consummate the transactions
provided for in this Agreement, (B) the conditions to Closing in Article VIII have been satisfied
(or waived by Buyer), other than those conditions that by their nature can only be satisfied at
Closing, and (C) the Closing Date does not occur within one Business Day of Sellers providing
Buyer with such notice.
Section 10.2 Effect of Termination and Liquidated Damages.
(a)
Deposit. If this Agreement is terminated pursuant to Section 10.1(d)(i) or
Section 10.1(d)(ii), the Deposit will be retained by Sellers as liquidated damages (and Sellers will
be permitted to direct Hilco Streambank to disburse the Deposit to Sellers), and the retention
thereof will constitute the sole and exclusive remedy of Sellers in the event of such a termination
hereunder. If this Agreement is terminated pursuant to any other provision of Article X (i.e., except
as described in the immediately preceding sentence), Sellers will promptly instruct Hilco
Streambank to return the Deposit to Buyer in accordance with the Sale Procedures, and the return
thereof and will constitute the sole and exclusive remedy of Buyer in the event of such a
termination hereunder. Nothing in this Section 10.2 will relieve Sellers or Buyer from any Liability
on account of fraud or be deemed to impair the right of any Party to compel specific performance
by another Party of its obligations under this Agreement. The provisions of this Section 10.2 will
survive any termination of this Agreement pursuant to Article X.
ARTICLE XI
GENERAL PROVISIONS
Section 11.1 Notices. All notices must be in writing and addressed to the relevant Party
at its address set forth below (or to such other address that such Party specifies in accordance with
this Section 11.1. All notices must be: (a) personally delivered, or (b) sent prepaid by: (1) a
nationally recognized overnight courier service, or (2) certified mail, return receipt requested. All
notices will be effective upon the actual date of delivery.
To Buyer:
Scott Painter
1111 Linda Flora Dr
Los Angeles, CA 90049
To Sellers:
Shift Technologies, Inc.
Att¶n: Ayman Moussa, CEO
P.O. Box 1664
San Bruno, CA 94066-1664
with a copy (which will not constitute notice) to:
Keller Benvenutti Kim LLP
Att¶n: Mr. Tobias S. Keller
425 Market Street, 26th Floor
San Francisco, CA 94105
Section 11.2 Entire Agreement. This Agreement constitutes the entire agreement
between and among the Parties with respect to the subject matter of this Agreement and supersedes
any and all prior negotiations, representations, agreements, and understandings, both oral and
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written. This Agreement will be binding upon the Parties and their respective successors and
assigns. No change or amendment to this Agreement will be effective unless it is contained in a
single document that is signed by all of the Parties who are signatories to it. Failure to insist upon
strict compliance with any term or provision of this Agreement by any of the Parties will not be
deemed to constitute a waiver by such Party of any of its rights upon a subsequent act or failure to
act. Each Party acknowledges and agrees that in the event of any subsequent litigation,
controversy, or dispute concerning this Agreement, none of them will be permitted to offer or
introduce into evidence any oral testimony concerning any oral promises or oral agreements
between or among them that contradicts the terms of this Agreement.
Section 11.3
No Presumption as to Drafting. Each of the Parties acknowledges that it has
been represented by independent counsel in connection with this Agreement and the other
Transaction Documents and the transactions provided for herein and thereby. Accordingly, any
rule of law or any legal decision that would require interpretation of any claimed ambiguities in
this Agreement or the Transaction Documents against the drafting party has no application and is
expressly waived.
Section 11.4 Assignment. The provisions of this Agreement will be binding upon and
inure to the benefit of the Parties and their respective successors and assigns. This Agreement, and
the rights, interests and obligations hereunder, will not be assigned by any Party by operation of
law or otherwise without the express written consent of the other Party (which consent may be
granted or withheld in the sole discretion of such other Party); provided, however, that Buyer will
be permitted, upon prior notice to Seller, to assign all or part of Buyer¶s rights or obligations
hereunder to an Affiliate, but no such assignment will relieve Buyer of Buyer¶s obligations under
this Agreement.
Section 11.5
Severability. If any provision of this Agreement is determined by the
Bankruptcy Court to be invalid, illegal, or unenforceable, such invalidity, illegality, or
unenforceability will not affect any other provision of this Agreement.
Section 11.6 Governing Law; Consent to Jurisdiction; Venue. This Agreement will be
governed by and construed and enforced in accordance with the laws of the State of California,
without regard to principles of conflicts of laws. Each of the Parties agrees that the Bankruptcy
Court will have the exclusive jurisdiction to hear and determine any dispute, claim, or controversy
between or among the Parties concerning the interpretation or enforcement of this Agreement, or
any other matter arising out of or relating to this Agreement.
Section 11.7 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed to be an original as against the Party whose ³ink original´ or electronic or
facsimile signature appears thereon, and all of such counterparts will together constitute one and
the same instrument. Electronic and facsimile signatures will be effective for all purposes.
Section 11.8 No Third-Party Beneficiaries. Nothing in this Agreement will confer any
rights, benefits, remedies, obligations, liabilities, or claims hereunder upon any Person not a Party
or a permitted assignee of a Party.
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Section 11.9
No Survival. None of the representations and warranties or covenants that
require performance prior to the Closing (³Pre-Closing Covenants´) contained in this Agreement
or any Transaction Document delivered pursuant to hereto will survive the Closing or the
termination of this Agreement. The Parties acknowledge and agree that: (a) the representations
and warranties herein are intended to give effect to the closing conditions set forth in Articles VIII
and IX; (b) the Pre-Closing Covenants are intended to give effect to the closing conditions set
forth in Articles VIII and IX; and (c) no claim of any kind based on the failure of any representation
or warranty to have been true and correct, or based on the failure of any Pre-Closing Covenant to
have been performed or complied with, may be brought at any time after the Closing. All covenants
and agreements contained herein that by their terms are to be performed after the Closing, or that
prohibit actions after the Closing, will survive the Closing in accordance with their terms.
Section 11.10 Publicity. Neither Party nor any of their respective Representatives may
issue any press release or make any other public disclosure regarding the existence of this
Agreement or the other Transaction Documents, its or their contents, or the transactions provided
for in this Agreement or the other Transaction Documents, without the written consent of the other
Party, in any case, as to the form, content, and timing and manner of distribution or publication of
such press release or other public disclosure (which consent may not be unreasonably withheld,
conditioned, or delayed). Following the Closing, (a) Buyer will be permitted to make one or more
public statements that it has acquired the Acquired Assets, and (b) Hilco Streambank will be
permitted to make one or more public statements that it has acted as Sellers¶ intellectual property
advisor.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
delivered by their duly authorized representatives, all as of the Effective Date.
Buyer:
_______________________________________
Scott Painter
[Signature page continues]
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Sellers:
Shift Technologies, Inc.
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Shift Platform, Inc.
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Shift Finance, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Shift Operations LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Shift Transportation LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Shift Insurance Services LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Shift Marketplace Holdings, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Shift Marketplace, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Fair Dealer Services, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
CarLotz, Inc., a Delaware Corporation
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
CarLotz Group, Inc.
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
CarLotz Nevada, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
[Signature page continues]
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CarLotz California, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
CarLotz, Inc., an Illinois Corporation
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
CarLotz Logistics, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Orange Peel, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Orange Grove Fleet Solutions, LLC
By:_______________________________
Scott Hodgdon, General Counsel & Corporate
Secretary
Case: 23-30687 Doc# 445-5 Filed: 02/09/24 Entered: 02/09/24 22:34:49 Page 24
of 59
154320738.1
Exhibit A
Sale Procedures Order
Attached.
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154320738.1
Exhibit B
(Proposed) Sale Order
Attached.
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154320738.1
Schedule 1.1
Codebase ± Shift Platform
The source and object code enabling the Sellers¶ software platform, such code having been written
in coding languages and applications predominantly including React, Ruby on Rails, PostgreSQL,
and Golang, which code is contained in approximately the following repositories and approximate
sizes:
Name
Size (KB)
Description
action-approval-
validation
4
action-approval-validation is Org wide GitHub
action for providing approval validation
action-docker
7
action-docker is Org wide GitHub action
action-eksctl-create
12
action-eksctl-create is Org wide GitHub action for
Creating a EKS cluster using EKSCT
action-eksctl-deploy
26
action-eksctl-deploy is Org wide GitHub action for
deploying K8s changes to an EKS cluster
action-eksctl-destroy
8
action-eksctl-destroy is Org wide GitHub action for
destroying an EKS cluster
action-eksctl-tools
4
action-eksctl-tools is Org wide GitHub action for
Installing EKS cluster bootstrapping tools
action-flux-bootstrap
7
action-flux-bootstrap is Org wide GitHub action for
bootstrapping FluxCD to an EKS cluster
action-oci
12
Github Action to push OCI images
action-plantuml
6
Org wide Github actions for generating PlantUML
output
action-terraform-apply
5
action-terraform-apply is Org wide GitHub action
for running terraform apply
action-terraform-plan
5
action-terraform-plan is Org wide GitHub action for
running terraform plan
acuity-scheduling
193
Integration with Acuity Scheduling
affinity-model-pipeline
2,016
Affinity Model Pipeline
airflow
6,263
To store all the airflow install and configuration.
analytics-warehouse
57
None
api-gateway-authorizer
11
API Gateway Authorizer
app-car-finder-results
496
Car Finder Results page
app-checkout
3,658
Service responsible for checkout
app-consumer
120,531
App Consumer
app-dealer-portal
1,525
App Dealer Portal
app-operations
21,775
UI for internal ops teams
app-seller
5,427
SYC Flow for shift.com
app-seller-olo
6,637
Service providing vehicle information from data
vendors
app-shift-dealer
18,747
Shift dealership operations
app-storage-audit-trail
78
Serverless project for an audit tool for the
enrichment of vehicles
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app-sync-buyers-cars
5,549
App Sync Buyers Cars
appium-poc
73,469
None
architecture
459
None
automation-core
30,330
Selenium-Java
based
framework
for
E2E
automation
blog
8,994
None
cars-pipeline-ruby
431
Cars Pipeline Ruby
cloudsearch-lambdas
1,461
None
consumer-mobile-
prototype
16,063
Prototype for mobile consumer car browsing app
cypress-tests
20,013
Cypress Tests with Javascript
datadog
75
datadog container wrapped for deployment at Shift
dbt
53,335
To store all the Data Transformation code for
Analytics, Data Engineering & Data Science.
dbt_data_eng
61
To store all the Data Transformation code for Data
Engineering.
design-system
2,791
Shift-branded UI packages for customer-facing
applications
design-system-olo
4,542
OLO-branded UI packages for customer-facing
applications
drive-shift
13,492
None
ds-cli
117,342
Data Science Command Line Interface (dscli)
ds-notebooks
5,650
Collection of ad hoc analytics
faraday_request_id_passt
hrough
7
Ruby Gem
filesystem-autocomplete
335
Our challenge to you.
fraud-detector-proxy
11,777
Fraud Detector Proxy
golibs
235
go module containing shared go code
icc-service
160
Serverless project that gets vehicle data from ICC
and pushes it through our enrichment vehicle
pipeline
image-processing
5,475
repo project for image processing
infratools
6
Infrastructure tools
IT-Functions
48
This Repo will be used by the IT Team to manage
functions that will operate within the Shift
Environment. NO SCRIPTS
it-scripts
716
various scripts for IT purposes
jamf-client
6,498
None
kbb-service
36
KBB Service
kube
1,749
Kubernetes related content at Shift
kube-datascience
241
Kubernetes related content for DataScience at Shift
kube-workflows
38
kube-workflows is Org wide GitHub action
lambda-cognito-sync
9,097
AWS cognito + shift = user party
looker
2,936
To store all the Looker code (LookML) for Business
Intelligence.
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154320738.1
ml
12,097
None
ml-final-sale-price
433
Final Sale Price Model for Shift
ml-final-sale-price-ext
15,081
Final Sale Price Model for 3P
ml-forecasting
1,006
Forecasting
ml-hubspot-tagging
247
Models to tag hubspot events/messages
ml-lambdas
37
Collection of AWS Python based Lambdas
ml-model-dtw-pricing
394
DtW pricing model
ml-model-inventory-
score
1,508
Inventory score ml model
ml-model-list-price
9,203
List price ml model
ml-model-vpp-retail-
pricing
681
VPP retail price ml model
ml-semantic-search
637
Semantic search for shift's vehicles
ml-time-to-sell
32,857
Time to sell ml model
p0
674,588
Data Processing & Orchestration.
phivotal
12
None
pricing
31,134
Work on pricing models and data
project-alfred
66
POC project for Alfred
pulumi-sandbox
1,772
Sandbox for Pulumi GitOps
s0
800,658
s0
s0.staging
991,198
None
s0.staging.2018-09-03
676,933
None
security
681
Security Team application manifests
service-account
6,118
Service responsible for accounts
service-ai
645
Service used for AI integrations
service-carfax
60
Provides multi-environment service on a single
carfax account for vehicle enrichment
service-chrome-data
19,427
Service wrapping chrome data vendor
service-crm
4,045
Service wrapping Hubspot CRM
service-customer
4,125
Service responsible for customers
service-ds-crm
234
Service used by DS to enrich data through service-
crm
service-fi
5,912
Service Fi
service-fulfillment
6,381
None
service-hermes
879
SMS and Email Messaging
service-identity
355
Identity Service
service-market
149
Market intelligence as a service
service-opt
878
Price Optimization as a Service
service-order
1,451
Service responsible for handling orders
service-order-fulfillment
112
Service to track and manage fulfillment
service-pricing
1,523
Service responsible for pricing
service-search
8
Provides service to allow access to Algolia Search
for update and search
service-seo-page-data
2,474
Service SEO Page Data
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service-transport
257
Service providing vehicle transport information and
actions
service-vin
5,211
Service responsible for vehicle inventory, data and
history
service-webflow
17,774
Service Webflow
service-webhook-
scheduler
221
Service for making generic webhooks on a schedule
shift
2,450
Shift CL Crawler
shift-api
25
Shift API library
shift-arcanist-extensions
13
None
shift-auth
69
Shift Auth library
shift-aws-sdk
30
Shift gem encapsulating configuration settings for
aws-sdk
shift-check
429
Market Check Clone
shift-cli
36
Shift CLI
shift-local-aws
36
Shift local AWS setup using Localstack
shift-mobile
1,167,386
Shift's mobile apps
shift-shoryuken
32
Shift gem encapsulating configuration settings for
shoryuken
shift-sidekiq-tx-outbox
47
Shift transactional outbox sidekiq worker
shift-sns
46
Ruby client for standardizing SNS message
publishing
showroom
335
Company health dashboard
skedulo
447
A private repo containing a copy of Shift's
Salesforce Apex classes, triggers, components, and
pages, for collaboration with the Skedulo team
slack-viewer
2,473
Parser to pull messages from Slack Exports for
eDiscovery Purposes.
slackbot-infra
83
Infrastucture Slack Bot at Shift
template-lambda-go
448
Boilerplate for Go Lambdas.
template-lambda-python
2
Boilerplate for Python Lambdas.
template-lambda-ruby
1,228
None
template-lambda-
typescript
5,956
None
template-rails-api
157
None
template-service-go
6,897
None
terraform
1,132
Infrastructure management
tf-asn
2
Terraform configurations to manage ASN and
related resources.
tf-autoacquire
1
Terraform
configurations
to
manage
Shift's
AutoAcquire application resources.
tf-autoacquire-
infrastructure
10
Terraform
configurations
to
manage
Shift's
AutoAcquire AWS account(s).
tf-dataeng
45
tf-dataeng related content at Shift
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154320738.1
tf-fastly
431
Terraform configurations to manage Shift's Fastly
account(s).
tf-github
359
Terraform configurations to manage Shift's GitHub
account(s).
tf-it
59
This repo serves IT TF Specific AWS Resources.
tf-module-dynamodb
5
Terraform module for AWS dynamodb
tf-module-elasticache
25
Terraform module for AWS elasticache
tf-module-rds
31
Terraform module for AWS rds
tf-module-s3
16
Terraform module for AWS s3
tf-module-sns
17
Terraform module for AWS sns
tf-module-sqs
23
Terraform module for AWS sqs
tf-okta
88
Terraform to manage Shift's Okta Instance.
tf-shift-apps
626
Terraform configurations to manage Shift's Apps
AWS resources.
tindercars-mobile
2,054
None
twilio-services
3,949
Twilio service and flex applications
ux-takehome
4
None
vehicle-enrichment
1,073
Serverless project for our enrichment vehicle
pipeline
vehicle-external-data
132
Vehicle External Data
web-take-home
128
Shift Takehome Interviews
webflow-amplitude-
experiment
10,025
Webflow Amplitude Experiment Endpoint
webflow-collections-
endpoint
8,936
Webflow Collections Endpoint
webflow-components
1,935
Shift Webflow components
xcui-poc
158,830
None
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154320738.1
Schedule 1.2
Codebase ± Legacy Fair Platform
The source and object code enabling the Fair marketplace platform of Fair Financial Corp., Fair
IP, LLC, and Cayman Project 2 Limited, which the Sellers acquired on or about March 14, 2022,
such code having been written in coding languages and applications predominantly including
AWS, Kubernetes, Golang, Python, Ruby on Rails, Javascript, and React, which code is contained
in approximately the following repositories and approximate sizes:
Name
Size (KB)
Description
-1
0
None
Deprecated-Skurt-Cloud
17184
Cloud methods and web application for Skurt.
protobuf
50378
None
.github
1
None
a7f33fd16b255575
0
None
aasm-diagram
77
None
accountant
3573
The accountant service
accounting-gateway
549
Syncs Fair's transactions to Netsuite
accounting-incentive-credit-
service
29
None
accounting-payables-service
29
Account
Payable
Service
for
NetSuite
Integration
accounting-queries
695
None
aci-transport-client-ruby
13
None
actions
13
Public files for github actions
activeresource
0
Inspired
by
https://github.com/rails/activeresource
airflow
1945
ETL repository for Airflow DAGs
airgo
255
Fast templating for simple python-based argo
workflows.
airgo-testing
287
Place to test new airgo features
alooma-etl
1
None
amazon-vpc-cni-k8s
28187
Networking
plugin
repository
for
pod
networking in Kubernetes using Elastic
Network Interfaces on AWS
amazon-vpc-cni-k8s-private
28389
This is our private version of the Amazon VPC
CNI K8s plugin
analytics_portfolio
0
None
analytics-faqs
8
Frequently asked Queries from the Analytics
Team
analytics-notebooks
11541
None
analytics-service
669
None
analytics-service-client-go
64
Analytics-Service client for golang.
analytics-service-client-python
119
Python client for the analytics-service
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analytics-service-client-ruby
118
Ruby client for the analytics-service
AndroidInterviewTest
125
will contain instrumented and unit tests for
interviews
ansible
5048
None
api-proxy
6166
None
apollo-prototype
42
Prototype for Python Apollo server
app-honda-import-export
159
For importing Honda inventory and Exporting
Fair inventory matches.
apptimize
68
Apptimize SDK
argo-resource-limiter
10
Very minimal resource count ensurer for argo
workflows
asset-events
27
None
asset-events-parser
1
None
asset-mgmt
44626
Who owns what when?
asset-mgmt-notes
3
A place for sharing notes, queries and feelings
about asset-mgmt service.
asset-mgmt-parser
22
Asset Management Data Source Parser
atlantis
28
None
auth
237
Authentication & Authorization service
Auth0.Android
1156
Android toolkit for Auth0 API
authentication-service
522
Auth service, but better
auto-finance-calculators
243
None
autocheck-client
2
None
autocheck-python-client
16
None
autocheck-service
334
None
automatic_pricing_report
30
automatic pricing report generation for the
pricing team
autotrader-client-python
732
None
aws_public_ips
56
Fetch all public IP addresses tied to your AWS
account. Works with IPv4/IPv6, Classic/VPC
networking, and across all AWS services
aws-fluent-plugin-kinesis
238
Fluent Plugin for Amazon Kinesis
bash-scripts
20
Helper Scripts
billing-service
919
Billing Service
billing-service-archived
45
Invoicing and payment calculations for Fair
Subscriptions
billing-service-archived-v2
100
The Gateway for all your servicing and
payment needs
billing-tax-service
106
A service for taxes
blackbook-client-python
155
None
blackbook-service
49
None
bling
70
Use Bling to mask phone number between two
different parties. Very useful for on-demand
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services where we need to protect customer
and worker privacy.
bokeh-poc
15
Proof of concept bokeh server
box-tools
83
Box.com client and ORM
branch-service
86
service wrapper around branch api
build-data-misc
53
None
butterknife
3609
Bind Android views and callbacks to fields
and methods.
buy-sheet-generation
3461
Generate buy sheets
california-dmv-fee-calculator-
python-client
137
None
canonical-score-testing
48
Canonical score testing
canvas-looker-analytics
90
None
car-gurus-client
6
None
car-search
14
None
carmax-client-python
1
None
catalog-service
1328
None
categories_migrations
5294
None
cdk-client-python
13
None
cdk-service
100
None
chrome-client
117
Chrome API python client
chrome-helpers-python
94
None
chrome-service
171
None
churn-modeling
37786
Modeling likelihood of consumer user churn
cicd-pipeline-ops-plat2-ff
2389
None
clearpass-client-python
31
None
cluster-health
36
None
code-submission-malcolm-
monroe
907
None
cognito
80
Ruby client for BlockScore Cognito API
cognito-parser
17
None
cold-style-model
25
Airgo DAG updating the probabilities of
body_style conversion for the personalization
service.
collaborative-filtering
2914
Collaborative Filtering implementations for
Recommendations
collections-parser
36
Collections Parser to be used by Decision
Service
collections-service
1926
None
common-queries
17
A repository to store commonly used queries
for data analysis or integrity
comms-service
711
None
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communications-service
3063
This service manages the communications
(email, SMS, Push) that is sent to active
customers.
conductor
291
Luigi Workflow
consumer-pricing
5050
Child
to
auto-finance-calculators
for
consumer pricing
contentful-categories
947
Migrate, release, rollback for categories in
Contentful
contentful-ci-actions
101
Migrates
between
and
on
contentful
environments
contentful-fair-web
1756
Migrate, release, rollback for "www.fair.com"
space in Contentful
contentful-github-actions
0
None
contentful-go
305
Contentful api SDK for GoLang
contentful-mega-menu
591
Migrate, release, rollback for mega menu in
Contentful
contentful-model-page
1043
Migrate, release, rollback for model page in
Contentful
contentful-template
457
Template to migrate, release, rollback specific
content type and its entities in Contentful
contentful-vehicle-tags
635
Migrate, release, rollback for vehicle tags in
Contentful
contract-puller
3
Local script for pulling down contracts for
subscription ids
contract-service
3398
Fair Contract Service
contract-service-v2
8422
A service to store and sign customer contracts.
cookiecutter-parser
11
𺠪 Cookiecutter to create new data source
parser repos
coredns-nodecache
8655
Nodelocal implementation as a CoreDNS
plugin
credit-application-service
13238
None
credit-application-service-rest
510
REST API for handling RouteOne callbacks.
Currently is a part of credit-application-
service repo.
crm-ui-deprecated
96
Customer Relationship Management App
crossbrowser-plugin-project
228
None
csv-decrypter
3
None
csv-decryptor
58
None
customer-verification
224
None
data-engine
769
None
data-external
252
Public-facing API for third-party data
data-layer
347
None
data-layer-client-python
42
None
data-normalizer
297
None
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data-vendors-client-python
10
None
data-vendors-service
1590
API Clients will have a common interface by
provider type to simplify usage. They will live
in
the
secure
network
because
they
access/encrypt PII
datadog-agent-additions
0
None
datadogpy
685
The Datadog Python library
dataeng-docs
14
Documents for data engineering
datafairhaus
242
Data model for risk data warehouse (Python
ORM)
datafairhaus-uberxchange
90
None
dbt_dw
5448
dbt-built data warehouse models
dbt_reconciliation
1463
DBT queries for reconciling transactions
across Fair's systems.
dbt-fair-dw
678
DBT package for fair dw 3.0+
dd-agent-sidecar
16
None
dd-trace-py
4165
Datadog Tracing Python Client
dd-trace-rb
2588
Datadog Tracing Ruby Client
de-scripts
34
None
de-tools
2824
Tools for Data Engineering.
dealer_engine
198
None
dealer-inventory-service
317
None
dealer-portal
12824
Fair Dealer Interface
dealer-redirect
0
None
dealer-service
559
None
dealer-service-archive-for-delete
43
None
dealer-service-client-python
13
None
dealer-service-test
1
This is a prototype
dealer-service-v2
699
Integration with our ICC inventory service
provider
dealertrack-client-python
43
None
debug-module-service
261
Debug Module Service
decision-api
12975
None
decision-client-python
14
None
decision-client-ruby
19
None
decision-input-parser
1
None
decision-missing-data-exceptions 4
None
decision-service
460
None
dejavu
1
Experimental deployment for Dejavu (Elastic
Search Viewer)
deployment
157
Scripts, utilities, and examples for deploying
CoreDNS.
deployment-test
5
Just testing operations garbage
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des-tools
3626
Tools to help with the DES requests that are
received.
django-rest-framework-jwt
644
JSON Web Token Authentication support for
Django REST Framework
doctor-debug
1
Docker image utility for debugging network
woes
document-generator
25293
HTML and PDF generator
document-generator-v2
8
A service to generate HTML and PDF
documents.
ds-bootcamp
154
DS-Bootcamp
ds-datasources
7931
None
ds-datasources-workflows
118
Different ETL workflows
ds-errors
12
Error codes and classes for Data-Science
Parsing Failures and Warnings
ds-interviews
959
Interview notebooks
ds-model-controller
892
None
ds-spark
38
Resources for kubernetes spark deployment
duplicate-customer
2926
None
dw-validation
62
Lib for testing CI and regular loads for quality.
dynamic-sqlalchemy
6
A library to dynamically generate tables in
SqlAlchemy.
dynamodb-client
10
Client for interacting with AWS DynamoDB
dynamodb-continuous-backup
457
Continuous backup automation for Amazon
DynamoDB
ec2-meta-data-iam-proxy
7
None
ec2cluster
20
Simple EC2 cluster auto-discovery for go
echo-service
36
Simple app that echoes a given HTTP request
ecr-credential-refresher
4
None
ecr-token-refresh
1131
Refresh ECR Authorization Tokens on a
configured interval.
elasticsearch-index-cleaner
740
None
electronic-titling-service
116
Exports Titles To Dealertrack
email-automation
10121
Amazon
SES
configuration
for
programmatically receiving and processing
email
emailer-service
106
None
encryption-client-go
92
None
encryption-client-python
51
None
encryption-client-ruby
85
None
encryption-service
15935
None
engineering-blog
537
None
Engineering-Design-Reviews
1
None
engineering-laptop-setup
3
None
eoriginal-proxy
223
None
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etcd-backups
2423
None
etcd-operator
15912
None
ETL-code-challenge-prep
1
None
etl-queries
0
Repository of sql queries used by our airflow
ETL process. Useful for determining whether
schema updates will break the current ETL
flow.
facets-service
5
None
fair
63715
API and business logic for Fair
fair-academy-python
1598
Fair Academy for Python People!
fair-academy-ruby
153
Fair Academy!
fair-activity-stream
48
None
fair-ami-builder
11
NOT IN USE - docker + packer + k8
automation of ami building
fair-ami-trigger
14395
NOT IN USE - generates templates and k8
jobs for fair-ami-builder
fair-android-app
274902
None
fair-android-feature-tests
85738
None
fair-api-proxy-plat2
96
Internet facing service that proxies API
requests and exchanges PII for encryption
tokens on requests, and can exchange the
tokens for the PII values on responses.
Fair-API-QA
35
None
fair-auth
651
Fair Authentication Service
fair-auth-js
1918
Hydra JS Lib
fair-ci-action
642
Github action for Fair projects
fair-ci-cd-actions-template
0
None
fair-cli
234985
Command tool for all fair engineers allowing
them to interact against the fair platform
fair-common-ios
4408
Common files shared between the customer
and dealer iOS apps
fair-common-ios-specs
28
None
fair-corp
12
Corporate Website
fair-csv-decryptor-plat2
18
csv decryptor for new platform 2.0
fair-datadog-agent
26
None
fair-dealer-ios
817
None
fair-dw
1848
Snowflake Fair Data Warehouse
fair-dw-etl
253
repo for all fair data warehouse stored
procedures and queries
fair-dw-gen
584
Repo for rendered fair-dw workflows.
fair-eks-ami
70
Packer for creating AMIs for Fair
fair-elasticsearch-index-cleaner-
plat-2
120
Easlticsearch index cleaner for platform 2
fair-emailer-service-plat2
33
None
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fair-emails
129
None
fair-feature-tests
87927
None
fair-get-inventory-plat2
96
None
fair-github-actions-core
8
None
fair-githubactions-action-
preloadenv
191
None
fair-graphql
1805
GraphQL server built with TypeScript,
Node.js, and Apollo Server that enables
querying of various services through api-
proxy.
fair-grpc-client-ios-podspec
1
Podspec for fair grpc client for ios
fair-iam
18
None
fair-image-processing-plat2
640
None
fair-images
145
None
fair-integration-tests
16
Used for build integration for end to end. This
includes automation on client mobile and on
dealer portal.
fair-intranet
325825
None
fair-inventory-manager
94
None
fair-ios-app
942610
None
fair-iOS-deprecated
82048
Forked from pivotal on June 25, 2016
fair-kinesis-es-logs
7
Logging System with Elastic Search Service
Fluent-bit & Kinesis
fair-marketplace-search-api-plat2 114
None
fair-marketplace-search-api-
plat2-b
0
None
fair-marketplace-search-plat2
550
Test Repository for CICD Pipeline in Python
for Platform 2.0
fair-ml
1471
Machine learning library for fair scientists.
fair-mobile-localization
1627
None
fair-netsuite
1800
None
fair-orbs
1
None
fair-platform-devops-tools
0
None
fair-premium-proto
143906
None
fair-public-api-plat2
0
None
fair-pubsub-plat2
103
None
fair-python-pipeline-test
50
None
fair-rubocop-config
12
Rubocop configuration for Fair's Ruby
projects
fair-ruby_style
42
None
fair-sense
51
Tools for testing elasticsearch.
fair-sensitive-snowflake
295
None
fair-snowflake-sqlalchemy
60
Sqlalchemy
helpers
for
our snowflake
schemas
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fair-tableau
0
None
fair-tf-core-insfrastructure
751
None
fair-tf-mod-analytics
23
None
fair-tf-mod-checkout
0
None
fair-tf-mod-commerce
0
None
fair-tf-mod-compute
108
None
fair-tf-mod-cxp
0
None
fair-tf-mod-database
31
None
fair-tf-mod-dealer
51
None
fair-tf-mod-discovery
0
None
fair-tf-mod-experience
0
None
fair-tf-mod-IAM
24
None
fair-tf-mod-lender
24
None
fair-tf-mod-logs
45
None
fair-tf-mod-marketplace
133
None
fair-tf-mod-money
0
None
fair-tf-mod-networking
50
None
fair-tf-mod-platform
89
None
fair-tf-mod-platformsecurity
40
None
fair-tf-mod-qa
0
None
fair-tf-mod-route53
2
Wrapper to creation of route53 aws resources
fair-tf-mod-sns-sqs
1
None
fair-tf-mod-storage
14
None
fair-tf-mod-toolkit
17
TF module for toolkit resources
fair-tf-mod-vehicle
23
None
fair-ui-android
18578
The Android implementation Fair.com's Drive
Design System
fair-underwriting
3766
None
fair-vehicle-autocomplete-plat2
19
None
fair-vehicle-indices
1
fair used car indices
fair-vehicle-service-v2-plat2
119
None
fair-web
532701
Fair's website
fair-web-modules
7363
Mono repo composed of private npm packages
and project boilerplates for web applications at
Fair.
fair-web-plat2
52157
None
fair-web-python-tests
2058
None
fair-web-tests-legacy
877
None
fair-wholesale-value
1074
Wholesale valuation model based on Aucnet
transactional data
fair-workflow-test
0
None
fairapis
199440
Contains the interface definitions for public
and internal Fair APIs
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fairapis-comments
11
Fair API comments as programmable strings
fairapis-gen
213428
None
fairapis-ios-dependencies
295718
An Xcode project for generating the
.framework files ios depends on for compiling
Fairapis.
fairapis-public
2
None
fairapis-ts
44
None
FairCoroutines
132
Repository to exhibit Android Coroutine
Behavior
fanalytics
9721
None
faq-search-service
82
None
fastlane-certs
2408
None
feature-service
98
Feature Service
fee-amortization
20
None
ff-test
1766
None
file-service
15426
System for interacting with Files here at Fair
financial-gateway
997
The financial gateway for interacting with
payment processors
first_assoc_proxy
11
Proxy service for communicating securely
with First Associates
firstassociates-client
4
SFTP connection utility for first associates
fiserv-client
61
None
fiserv-raw
8
None
fleetio-service
5856
None
fluent-plugin-json
4
None
form-service
292
None
ftp
11076
None
ftpserver
335
golang ftp server library
fuperfet
63
Apache Superset (incubating) is a modern,
enterprise-ready business intelligence web
application
gem-server
2
Gem in a box server for hosting our Gems.
generic-ruby-api-client
36
None
get-risk-score-parser
10
Parser for risk predictions
gitbook-android
0
None
gitbook-checkout
0
CXP/Checkout Team Docs
gitbook-data-engineering
2600
None
gitbook-data-science
133
None
gitbook-engineering
2511
None
gitbook-platform
155
None
gitbook-pricing
8
A repository of pricing knowledge
gitbook-qa
24
Gitbook for QA Knowledge
github-actions-test
2136
repo used to test any github actions
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github-workflow-practice
31
Build and Release Through Github Actions
go-http-kit
27
None
go-kmsauth
14
None
go-profiler
1132
Mem and CPU profiler test
go101
3
None
golang-template
24
None
gold
228
$
grape
4062
An opinionated framework for creating REST-
like APIs in Ruby.
grape_logger
76
Custom Logger for Grape APIs
grape-swagger
1419
Add
OAPI/swagger
v2.0
compliant
documentation to your grape API
Groundswell
0
None
grpc
125207
The C based gRPC (C++, Node.js, Python,
Ruby, Objective-C, PHP, C#)
grpc-curl
1807
None
grpc-debug
48
None
grpc-encryption-codec
22
None
grpc-healthz
501
gRPC healthcheck sidecar
grpc-loadbalancer
61
None
grpc-mobile-local
23
Simple local ruby GRPC server for mobile
testing
grpc-proxy
3794
gRPC proxy is a Go reverse proxy that allows
for rich routing of gRPC calls with minimum
overhead.
grpc-session-meta
19
Python Library for managing GRPC Sessions
and RPC communication
grpc-streaming-demo
3
None
grpc-stub-mock
1
None
grpc-swift
4977
The Swift language implementation of gRPC.
grpc-validators-python
19
Validate and Convert gRPC objects to
Python/SQLAlchemy objects.
GSWELL
0
None
gurl
24769
A tool for cURLing gRPC services.
hadoop-enrichment
847
None
halyard
3120
A tool for configuring, installing, and updating
Spinnaker
Hero-Coulson
11527
Agents of Skurt
Hero-Hulk
2428
Big green monster
Hero-Ironman
5108
A fictional front-end appearing in American
cities published by Skurt Comics.
Hero-Quake
3725
python backend for vendor app -- Agent of
S.H.I.E.L.D.
Hero-Shield
3300
Shared Database Models and Lib for Hero
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Hero-Shield-Rest
32
Python REST libs and utils.
Hero-Thor
3601
Hero Fleet API
heroku-connect
140
None
heroku-kafka-connect
1
None
HeroQuake-js
0
Hero-Quake swagger codegen?
homebrew-fair
16
Our Homebrew Repo
homebrew-skurtinc
7
Skurt's Homebrew formulae
htmltopdf
1429
None
httpie-pave-auth
4
An httpie plugin for handling Pave API auth
hydra
31019
OAuth2/OpenID Connect Server
hydra-consent-app
3779
Consent app to pair with Hydra
icc-test
1
A test module for interfacing with icc
image-processing
5874
For all image processing projects
image-validations
8410
Image Validation Service
incentive-service
150
None
infrastructure
98
None
ingestion_service
111
None
ingestion_service_old
15
None
innovis-client-python
40
None
innovis-failsafe-parser
54
Parser for Innovis Failsafe Reports
innovis-parser
132
None
integration-tests
34
None
interview
701
None
interview-qa-api
2
None
interview-solutions
13680
Submitted solutions to our coding challenges
inventory-ftp
149
None
inventory-impact-analysis
13
None
inventory-processor
896
Processing inventory
inventory-service
796
None
inventory-summary
37
Summary of inventory processing
investor-mapping-tool-service-
deprecated
1972
None
istio
77990
Connect, secure, control, and observe services.
istio-test
11
Test repo for Istio
jon-python-lunchnlearn-example
17
None
k8-cluster
154
None
k8-cluster-helper
15741
None
k8-cross-cluster-controller
72
A custom Kubernetes controller for multi-
cluster service discovery and routing.
k8-meetup-cross-cluster-talk
68
K8 Meetup Cross Cluster Services Talk
k8s-addons
60
Common Kubernetes add-ons for our clusters
k8s-fah
43
Run folding@home on Kubernetes
Kafka-Connect-JDBC
1
None
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kbb-service
975
None
kinesis-pubsub-bridge
52
None
kinesis-python
45
Low level, multiprocessing based AWS
Kinesis producer & consumer library
kinesis-to-pubsub
68
An app to send kinesis events to pubsub
kops
156737
Kubernetes Operations (kops) - Production
Grade K8s Installation, Upgrades, and
Management
kops-templates
28
Kops exploration
kube-job-cleanup
4030
Cleans up K8 Jobs automagically
kube-router
14313
A distributed load balancer, firewall and router
for Kubernetes
kube2iam
63
None
kubernetai
21
Multiple Kubernetes in CoreDNS
kubernetes
604136
Production-Grade Container Scheduling and
Management
lambda-deployment
19
None
lambda-dwh-v2
14682
None
laserdisc
67
Record GRPC calls for use in tests
lbs
19
library build services
leanplum-data-exporter
39
None
lender
1021
Lender service for Fair 3.0
lender-service
327
Holds logic for choosing lenders per user as
well as generating pricing.
livestats
13527
Livestats
locksmith
34
None
log-aggregator
3259
Reads
logs
from
Journald,
annotates/transforms, and forwards to AWS
Kinesis Firehose.
logging-stack
21
Log aggregators and UI
logistics-mapping-service
2307
None
logproxy
19
ElasticSearch & Kibana Proxy with Okta SSO
looker-analytics-dw
3535
Looker Repo for our DW Star Schema Model
looker-datafairhaus
77
None
looker-fair-dw
239
Looker data models for Fair 3.0 and beyond
looker-mparticle
22
None
looker-snowflake
606
None
looker-the-accountant
10
None
looker-untransformed-real-time
1
None
looker-untransformed-
realtime_deprecated
157
A repository for all things looker - fair_prod
lookerbot
1074
None
lucky-charm
25
SQLAlchemy Proto Serializer
lunch_and_learn
1009
All the lunch and learn examples
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machine_learning_monitoring
62
Fair ML companion, detects model drifts and
send alerts
manheim-client
53
Mannheim API Python client
manheim-inventory-client
25
None
manheim-service
83
A gRPC service for interacting with the
Manheim API
market-area-service
133
Create Rules For Market Areas
marketplace_s3_migration
73
None
marketplace-api
1
None
marketplace-appsync
246
AWS Cloudformation repository to build up
the infrastructure for marketplace
marketplace-categories
160
None
marketplace-category-filter-
service
233
Category and filter service for the marketplace
marketplace-search
708
FastAPI Marketplace Search Service
marketplace-search-archive
139
Node search service built for the marketplace
marketplace-tags
96
None
mentos
52
Keep Your Messages Fresh - A Helper Library
for Fair/Pubsub
merchandising-service
0
Merchandising Service
merge-bot
14161
A GitHub action that manages pull request
integrations
messaging
62
None
metasource_client
41
Metasource client
metasource_fetcher
58
Metasource Fetcher
migrate-data-tasks
13
None
Mimosa
950
Task Management System
miscellaneous
15
A place for miscellaneous scripts
mock-service
61
Easily test application creation and submission
model-inventory-heat
8244
Model likelihood of transactions for individual
vehicles based on current interaction levels.
model-portfolio
268149
Jupyter notebook library
modelmapper
414
Deterministic Data Driven Schema Modeling:
Auto generate SQLalchemy models, cleaning
and normalization functions from your csv
files!
mparticle_block
42
None
multicluster-gke
326
None
netsuite-crud_client
201
None
node-asana
389
None
obd-docs
69685
None
okta-auth
29
Authenticate end-users with Okta, with
support for MFA
operations
19404
None
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order-fulfillment-service
245
Think pizza-tracker but not exactly, this
service will house the state machine/logic for
all steps required to fulfill an order
partner-clients-go
106
gRPC Go clients for partner APIs.
pavebot
35
None
payment-gateway
1104
None
personalization-service
559
Lets get personal
pes-scripts
77
Product Engineering Support Scripts
pes-tools
30
Collection of PES tools
physical-mailer-service
117
None
plaid-parser
8
None
plat2-lender
14
None
platform-tools
119
None
pod-initializer
4274
None
polymorphic_ext
37
Polymorphic extension for SQLAlchemy
polymorphic-sqlalchemy
28
Polymorphic Extension for Sqlalchemy
portfolio-analytics
55
This
service
provides
access
to
user/subscription
metadata
like
repo/delinquency info
postman-collections
540
Collections of postman collections
predicted-residual-client
1
None
predicted-residual-service
1107
None
prediction-client-python
629
Python client for communicating with Fair's
prediction
services
(https://app.apiary.io/predictionservice/editor)
prediction-models
10
Storing and uploading decision models
price-drop-service
121
None
pricing-analysis-suite
273
A collection of analysis scripts for evaluating
pricing policies.
pricing-calculator-cell
354
None
pricing-client
163
None
pricing-reconstruction
9240
A repo for reconstructing pricing from
Dynamo
Payloads
so
that
detailed
assumptions can be persisted.
pricing-service
3147
None
promotions-service
573
None
pronto-blacklist
19
Pronto runner to detect additions of words on
a blacklist
pronto-rubocop
97
Pronto runner for Rubocop, ruby code
analyzer
protobuf
46604
Protocol Buffers - Google's data interchange
format
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protobuf-to-dict
97
A small Python library for creating dicts from
protocol buffers. Useful as an intermediate
step before serialization (e.g. to JSON).
protobuf317
83869
Protobuf 3.17 Clone for Fair usage
protoc
38
None
protoc-pubsub
93
None
protolint
629
Lint your protos!
protolint-docs-theme
2094
Github Pages for Protolint
protolint-gitbook
52
Private Gitbook docs
prototool
1535
Your Swiss Army Knife for Protocol Buffers
provide-n-persist
164
None
public-telemetry
6935
None
publicapi-parser
9
Parser for PublicApi's Data to Be Integrated
into Decision Service
pubsub
330
None
pubsub-bridge
93
SQS Messages -> Fair Pubsub Events
pubsub-demo
8
None
pubsub-go
67
None
pubsub-python
142
Python Client for interacting with PubSub
service
pubsub-ruby
100
None
pubsub-viewer
5
None
pyper-trail
44
A Python Library for generating Automatic
Audit Tables from SQLAlchemy objects
pypi-service
3
Fair service clone of pypi for hosting python
packages
pystripii
74
Personally Identifiable Information (PII) data
cleaner written in python
python-service-template
129
A Python GRPC Service Template to rapidly
spin up services
python-test-helpers
0
Python test helpers
python-zeep
1606
A modern/fast python SOAP client based on
lxml / requests
qa-reporter
84
A reporting service to qa our systems and
verify the data is synced appropriately
queues
16
None
rds-manager
97
None
react-native-background-
geolocation
371
None
react-native-poc
6695
None
react-native-segment-analytics
31
Segment Analytics library for React Native
(Android & IOS)
react-native-smooch
43
React Native wrapper for Smooch.io
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react-native-statusbar-alert
1871
A status bar alert (e.g. in-call, recording,
navigating) for React Native
recommendation-service
87
Service
layer
for
all
data-science
recommendations
recommendation-skeleton
31
None
reddit
1089
Fair Reddit Interview
redlock
25
Red Lock
registry-service
94
Title, Registration and Beyond
release-jira-workflow-test
37
Testing Release Jira Workflow
repossession-service
641
Tracks Repossession Orders
request-logging-python
0
Request Logging Helpers for Python
rideshare-pricing
172
None
rideshare-rental-pricing
0
project shakaka~
RiskManagement
4975
Repository for common Risk Queries &
Analyses
rn-poc
6896
RN poc
roundhouse
184
None
ruby-meetup-grpc
30
None
ruby-service-template
17
A ruby grpc service w/ a database & sidekiq
runbuggy-client-python
2
None
runbuggy-client-ruby
72
https://faircorp.atlassian.net/browse/SC-246
s3-dynamo-restore
324
Restoring to Dynamo from S3
s3-service-ruby
6
None
s3pushpull
103
Boto wrappers and pathing logic for data
science
salesforce-cdata-api-server-
tomcat
7572
Containerized CData API Server to enable
connection between Salesforce Connect and
Snowflake
salesforce-projects
3600
Scripts and Organization Metadata for the
Salesforce system
salesforce-service
139
None
salesforce-service-v2
118
Integration work to push data into Salesforce
samba-safety-client-python
21
None
samba-safety-parser
50
None
sandbox-migration-slides
2230
None
save-search-logs
5
None
scheme-test
11931
None
sdm-poc
23
None
SDWebImage
5924
Asynchronous image downloader with cache
support as a UIImageView category
search-integration-test-
parameters
1
None
search-service
4970
Search Cars
search-service-client-python
16
None
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search-service-diff-tester
1647
This service takes production search-service
requests and compares them to a build of the
staging version of search service.
search-tokenizer
2852
Search Tokenizer uses Fast-Autocomplete to
load data specific to Fair
secret-bridge
42
Monitors Github for leaked secrets
secrets-sniffer
2
Secret Bridge Deployment Goodies
security-readings
37230
Papers, tools, presentations, etc. for our
security readings
sentry-kubernetes
285
None
service-kit-go
940
None
service-kit-python
276
None
service-kit-ruby
10938
None
service-kit-rust
6
None
sftp
76
SFTP server backed by S3.
sidekiq-monitors
27
Collection of Sidekiq UI's
skeng-int-review
3305
None
Skurt-ABs
3
Sixpack A/B testing deployment
Skurt-AgentApp
39466
None
Skurt-AgentApp-Design
0
None
Skurt-AgentApp-Signing
11
Skurt AgentApp Signing Certs
Skurt-Amethyst
4594
Consumer API
skurt-analysis
16328
Data analysis and jupyter notebooks.
Skurt-Android
21648
Skurt Android App
Skurt-Android-Design
0
None
Skurt-Arsenic
4566
Agent App API
skurt-asana-communicator
20
None
skurt-ci-test
0
None
Skurt-Cloud-Platform
4368
None
Skurt-Consumer-PWA
2212
Experimental project to see how PWAs
compare to native experience.
Skurt-Cordova
453313
None
skurt-data-tools
649
None
Skurt-DataWarehouse
64
None
Skurt-Dev-Config
4
Shared support files for development.
Skurt-DevTools
128
CLI tool for Skurt Engineers
Skurt-DriverOnBoardingPortal
763
None
Skurt-Fake-Geolocation-API
96
None
Skurt-Hero
3284
Heroic fleet manager by Skurt
Skurt-IMS
4059
Internal Management System
Skurt-Inventory-API
6591
None
Skurt-iOS
1848835
None
Skurt-iOS-Design
27891
None
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Skurt-Iron
6323
Skurt IMS/Internal API
Skurt-Livability
4
None
Skurt-MSAIA
9947
None
Skurt-MSAIA-client
283
Clients for Skurt-MSAIA
Skurt-Nyfty
1328
None
Skurt-OBD-firmware
47
Scripts running on OBD devices
Skurt-Opal
4440
Skurt Partner API
Skurt-Pacioli
32
SQL and Scripts for Revenue Maths
Skurt-PartnerPanel
6564
External application for vehicle inventory and
pricing management.
Skurt-PDFGen
566
PDF generation, storage and distribution
service.
Skurt-Pricing-API
21
Backend Service to manage our own app's
pricing, and provides and API to query it.
Skurt-Pronto-Signing
1117
None
Skurt-Python
4505
Python Standard Library
Skurt-Python-Rest
69
Python REST libs and utils.
Skurt-React-Component-Kit
0
React components we can share between IMS
/ PMS / etc.
Skurt-Redux
46051
The new Skurt
skurt-redux-sky
167
None
Skurt-Reporting
0
Periodic report uploads
Skurt-RMS
7694
Internal Application for managing incoming
reservations
skurt-salt
1
None
Skurt-SE7EN
60
What's in the (key)box
Skurt-Spatch
1237
None
Skurt-Superset
4
None
skurt-terraform
0
None
skurt-tools
327
None
skurt-tork
16
Collection of highly reusable JavaScript
functions.
skurt-traccar-client
71
None
Skurt-Trail
57
Micro service for storing and tracking user
location
Skurt-Troy
24377
Secure-looking key box
Skurt-Troy-Builder
4
Vagrant + Tools to build the keybox software
Skurt-VerificationSystem
54026
None
Skurt-Vivere
3026
None
Skurt-Viz
10355
None
Skurt-WebUITesting
12
Libs for simplifying Selenium testing.
SkurtAmethyst-java
805
Swagger Generated Consumer API
SkurtAmethyst-swift
1178
Swagger Generated Consumer API
SkurtArsenic-js
20362
JS Client for Skurt-Arsenic
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SkurtIron-js
37918
None
SkurtMessiah-java
8488
Android Client for Skurt-MSAIA
SkurtMessiah-js
10551
Generated JS code to work with MSAIA
SkurtMessiah-swift
4464
Generated Swift code to work with Skurt-
MSAIA
SkurtOpal-js
5514
Javascript Client for Partner Api
snowflake-dw
157
Tooling
for
generating
and
updating
warehouse based on ELT processes in
snowflake.
snowflake-etl-scripts
3540
For housing ETL scripts such as those for
Fivetran and Alooma
snowflake-objects
196
Snowflake objects access
snowflake-s3-workflows
938
None
socure-client-python
36
None
socure-parser
22
Socure data source parser
Soju
546
Public API Backend
sparklebot
1485
None
spinnaker
46
Spinnaker without Halyard
sqla-softdelete
35
Soft delete for SQLAlchemy
sqlalchemy-abstract-models
79
Abstract Models for SQLAlchemy
stratim-python-client
229
None
strongdm
10
StrongDM Setup Tools
subscriptions-client-python
5
None
survival-curve-modeling
172275
None
svr-gps-client-python
1438
None
tableau_dashboards
357563
None
tax-and-fee-service
962
Taxes n Fees
tax-rates
5856
None
tax-service-archived
380
None
td-workflows
17
Treasure Data Workflow projects
template-test
0
None
terraform
572
None
terraform-fair-defaults
2
None
test-codeowners
0
None
test-contentful-repo
450
None
test-github-actions
13
None
test-internal-repo
0
None
test-npm-package
1
None
test-use-github-actions
1
None
testing_basics
7
Basics of Circleci, Docker and Kubernetes
testing-vijendra-opscli
4
Basic cli learning and docker testing
third-party-encryption-package
55
None
threatmetrix-client
17
Threatmetrix API Client
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threatmetrix-parser
11
None
timer-service
78
A service to make timers
tindair
0
Don't ask
tls-proxy
590
None
toolbox
1384
Toolbox Backend
toolbox-operations
12139
A repo for housing tooling for operations.
toolbox-react
14651
Fair Toolbox Front End built with React +
Mobx
toolkit
11310
The internal operations website for Fair 3.0
toolkit-backend
420
The 2.0 backend of Toolbox!
toolkit-test
337
test automation suite
traccar
10474
Traccar GPS Tracking System
traccar-ci
9
None
transformation_pipeline
50
None
transformations
111
None
transport-service
688
None
transport-service-archived
144
None
transunion-generator
124
None
transunion-parser
424
None
treasure-data
703
None
treasury-bridge
604
a bridge repo for us to version control Jonas's
queryies
treasury-workers
0
Miscellaneous collection of jobs and scripts in
order to automate and validate tasks for the
treasury team
trim-matching-library
182
None
twilio-callback-server
2
None
twilio-wireless-utilities
0
Docs:
https://www.twilio.com/docs/api/wireless/rest
-api/command
uber-parser-python
8
None
uber-vehicle-management-
service
605
Manages Fair / Uber Vehicle Onboarding
user_engine
378
None
user-activity-service
23
We are watching
user-conversion-model
1938
None
user-profile-service
1
Service for data science to record engagement
levels and other data-science derived user
attributes
user-service
273
Users directory and APIs
user-service-DEPRECATED
95
None
validation
20
Mirror mirror on the wall who is the fairest of
them all.
vault
22945
A tool for managing secrets.
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vault-deployment
17
None
vault-sidecar
29
None
vcrpy
1120
Automatically mock your HTTP interactions
to simplify and speed up testing
vehicle-adapter
28
Convert the different vehicle objects that can
be returned from different endpoints into an
expected interface
vehicle-analytics
140
Place for storing dealer analytics information
vehicle-autocomplete
71
Autocomplete Service
vehicle-bucket-library
123
Returns a bucket (Bronze / Silver / Gold) for a
vehicle as a function of the model and the
monthly recurring price.
vehicle-conversion-model
959
None
vehicle-demand-service
22
None
vehicle-external-data
241
Pipeline that pulls data from external services
to support Model Content
vehicle-modeling
42
All things related to manipulating or working
with industry data on vehicles.
vehicle-service
23074
None
vehicle-service-client-python
33
None
vehicle-service-v2
768
None
vehicle-tools
878
None
vehicle-vectorization-service
4361
None
vehicle-view-service
254
Show vehicles in many different ways
ðºã×𺵳
vehicle2vec
1490
airgo dag for vehicle2vec training
vehicles-parser
29
None
vehicles-search-library
5
None
vendor-data-feeds
207
None
vendors-service
681
External Vendors ex. Roadside assistance
vgough-grpc-proxy
81
gRPC proxy is a Go gRPC proxy library,
enabling routing of arbitrary gRPC services.
wallet-service
512
Wallet service
warranty-pricing-model
15348
None
warranty-pricing-
model_deprecated
3448
Data model to predict pricing for extended
warranties we will offer in Fair 3.0
watchdog
7326
None
webhook-service
56
Fair's Webhook Service
websocketproxy
19
WebSocket reverse proxy handler for Go
whodunit-service
273
A service that tracks who that it is that had
done it...and where. Did you do it? Maybe.
Look in here to find out.
wholesale-cfv-model
57
None
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xplenty-ssh-tunnel
126
A tiny application to initiate a SSH tunnel in
order to allow Xplenty to connect to your
database
xplenty-ssh-tunnel-private
131
Private
fork
of
https://github.com/xplenty/xplenty-ssh-tunnel
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Schedule 1.3
[Intentionally omitted]
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Schedule 1.4
Patent
Country
Title
App No.
Patent No.
United
States
SYSTEM AND METHOD FOR MANAGING
ON-DEMAND TEST DRIVES
15/379,357 10664808
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Schedule 1.5
[Intentionally omitted]
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Schedule 1.6
[Intentionally omitted]
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