January 2021 ICR CONFERENCE PRESENTATION \ Filed by Acamar Partners Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934, as amended Subject Company: CarLotz Inc. Commission File No.: 001 - 38818

 

 

1 This presentation is provided for informational purposes only to assist interested parties in evaluating a potential business co mbination (the “proposed business combination”) between CarLotz , Inc. (“ CarLotz ”) and Acamar Partners Acquisition Corp. (“ Acamar Partners”) and related transactions and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will CarLotz , Acamar Partners or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, e mp loyees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reli anc e on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection the rewith. Industry and market data used in this presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. Neither CarLotz nor Acamar Partners has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or comp le teness. This data is subject to change. In addition, this presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of CarLotz or the proposed business combination. Viewers of this presentation should each make their own evaluation of CarLotz and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward Looking Statements Information in this presentation represents current expectations relating to transaction structure and is subject to further dis cussion and negotiation of definitive documentation in its entirety. This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private S ecurities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as “estimate,” “p lan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matter s. These forward - looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of CarLotz ’ strategy, and expectations related to the terms and timing of the transaction. These statements are based on various assump tio ns, whether or not identified in this presentation, and on the current expectations of CarLotz ’ and Acamar Partners’ management and are not predictions of actual performance. These forward - looking statements are provided for illustrat ive purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, assurance, predic tio n or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from the underlying assumptions. Many actual events and cir cumstances are beyond the control of CarLotz and Acamar Partners. These forward - looking statements are subject to a number of risks and uncertainties, including: ( i ) changes in business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed business combinatio n, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated condi tio ns that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of Acamar Partners or CarLotz is not obtained; (iii) failure to realize the anticipated benefits of the proposed business combination; (iv) risks relating to the uncertainty of the projected financial information with respect to CarLotz ; (v) risks related to CarLotz ’ business and the timing of projected business milestones; (vi) the effects of competition on CarLotz ’ future business; (vii) the impact of the Covid - 19 pandemic or future outbreaks of a similar nature on the business and operati ons of CarLotz ; (viii) the number of redemption requests made by Acamar Partners’ public stockholders; (ix) the ability of Acamar Partners or the combined company to issue equity or equity - linked securities in connection with the proposed business combinatio n or in the future, and those factors discussed in documents of Acamar Partners filed on or prior to the date of this presentation, or to be filed, with the Securities and Exchange Commission (“SE C” ). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by thes e f orward - looking statements. There may be additional risks that neither Acamar Partners nor CarLotz presently know or that Acamar Partners and CarLotz currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. In addition, forward - looking statements reflect Acamar Partners’ and CarLotz ’ expectations, plans or forecasts of future events and views as of the date of this presentation. Acamar Partners and CarLotz anticipate that subsequent events and developments will cause Acamar Partners’ and CarLotz ’ assessments to change. However, while Acamar Partners and CarLotz may elect to update these forward - looking statements in the future, each of Acamar Partners and CarLotz specifically disclaims any obligation to do so. These forward - looking statements should not be relied upon as representing Acamar Partners’ and CarLotz ’ assessments as of any date subsequent to the date of this presentation. Accordingly, you should not place undue reliance on th e forward - looking statements. Use of Projections and Description of Key Partnerships This presentation contains projected financial information with respect to CarLotz . Such projected financial information constitutes forward - looking information, is included for illustrative purposes only and s hould not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such pro jec ted financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competiti ve and other risks and uncertainties that could cause actual results to differ materially from those contained in the forward - looki ng financial information. Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, and the inclusion of such information in this presenta tio n should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The independent auditors of Acamar Partners and of CarLotz did not audit, review, compile or perform any procedures with respect to the projections for the purpose of their inclusion i n this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect th ereto for the purpose of this presentation. Financial Information; Non - GAAP Financial Measures The financial information and data contained in this presentation has not been audited and does not conform to Regulation S - X. A ccordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any prox y s tatement, registration statement or prospectus to be filed by Acamar Partners with the SEC. Some of the financial information and data contained in this presentation, such as EBITDA and EBITDA margin, have no t b een prepared in accordance with United States generally accepted accounting principles (“GAAP”). EBITDA is defined as net ear nin gs (loss) before interest expense, income tax expense (benefit), depreciation and amortization. Acamar Partners and CarLotz believe these non - GAAP measures of financial results provide useful information to management and investors regarding certain f inancial and business trends relating to CarLotz ’ financial condition and results of operations. Acamar Partners and CarLotz believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in a nd in comparing CarLotz ’ financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors. Manag ement does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non - GAAP financ ial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in CarLotz ’ financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financ ial measures. In order to compensate for these limitations, management presents non - GAAP financial measures in connection with G AAP results. CarLotz is not providing a reconciliation of projected EBITDA for full years 2020 - 2023 to the most directly comparable measure prepared in accordance with GAAP because CarLotz is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predic ti ng the occurrence, the financial impact and the periods in which the adjustments may be recognized. For the same reasons, CarLotz is unable to address the probable significance of the unavailable information, which could be material to future results. You s hould review CarLotz ’ audited financial statements which will be included in the Registration Statement relating to the proposed business combina tio n. In addition, all CarLotz historical financial information included herein is preliminary and subject to change. Additional Information About the Proposed Business Combination and Where To Find It This communication is being made in respect of the proposed merger transaction involving Acamar Partners and CarLotz. Acamar Par tners has filed a registration statement on Form S - 4 with the Securities and Exchange Commission (the “SEC”), which includes a p roxy statement of Acamar Partners, a prospectus of Acamar Partners and a consent solicitation statement of CarLotz . A definitive proxy statement/prospectus/consent solicitation statement has been sent to the stockholders of Acamar Partners an d CarLotz, as of the respective record dates with respect to required stockholder approvals. Before making any voting or inve stm ent decision, investors and security holders of Acamar Partners and CarLotz are urged to carefully read the entire registration statement and proxy statement/pros pec tus/consent solicitation statement and any other relevant documents filed with the SEC, as well as any amendments or suppleme nts to these documents, because these documents contain important information about the proposed transaction. The documents filed by Acamar Partners with the SEC may be obtained free of charge at the SEC ’s website at www.sec.gov. In addition, the documents filed by Acamar Partners may be obtained free of charge from Acamar Partne rs at www.acamarpartners.com. Alternatively, these documents, when available, can be obtained free of charge from Acamar Partners upon written request to Acamar Partners Acquisition Corp., 1450 Brickell Ave nue, Suite 2130, Miami, Florida 33131, or by calling 786 - 264 - 6680. INVESTING IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORIT Y N OR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAI NED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Participants in the Solicitation Acamar Partners, CarLotz and certain of their respective directors, executive officers and other members of management and employees may, under SEC ru le s, be deemed to be participants in the solicitations of proxies from Acamar Partners’ stockholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Acamar Partners’ stockholders in connection with the proposed business combination is set forth in Acamar Partners’ proxy statement / prospectus filed with the SEC. You can find more information about Acamar Partners’ directors and executive officers in Acamar Partners’ annual report on Form 10 - K filed with the SEC on March 27, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is included in Acamar Partners’ proxy statement / prospectus. Stockholders, potential investors and other interested persons should read the proxy statement / prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above. No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitati on of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or s ale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of CarLotz , Acamar Partners and other companies, which are the property of their respective owners. DISCLAIMER

 

 

2 TODAY’S DISCUSSION I. BUSINESS OVERVIEW III. GROWTH STRATEGY IV. FINANCIAL SUMMARY V. TRANSACTION SUMMARY II. INVESTMENT HIGHLIGHTS Michael Bor Co - Founder and CEO

 

 

BUSINESS OVERVIEW SECTION I:

 

 

4 CARLOTZ WAS FOUNDED TO TRANSFORM THE USED VEHICLE INDUSTRY Buy, sell, trade or consign. Online or in - person. The industry’s only consignment - to - retail sales business model: Retail Remarketing™ We get buyers and sellers the best deal, hassle - free . 25,000+ vehicles sold 8 hubs Sales in all 50 states average ~$1,000 savings for each buyer and seller

 

 

5 WE SIMPLIFY THE SUPPLY CHAIN AND OFFER SELLERS DIRECT ACCESS TO RETAIL Dealer Wholesaler Auction House Dealer Demand from Millions of Retail Buyers ● Multiple steps ● Massive friction ● Value leakage ● Frustrating ● Expensive ● Black box Supply of Millions of Used Vehicles Second Wholesaler manages functions traditionally delivered by multiple intermediaries ● Allows sellers direct access to retail demand ● Material $ value to buyers and sellers (~$1,000 each) ● Reputation & customer service backing of CarLotz ● 100% data - driven transparency to all participants Supply of Millions of Used Vehicles Demand from Millions of Retail Buyers Traditional Used Car Process CarLotz Process 42 million used vehicles sold each year 12 million vehicles pass through wholesale auction houses

 

 

6 CarLotz ’ corporate vehicle sourcing partners earn on average ~$1,000 more by Retail Remarketing TM through CarLotz than by selling at wholesale CARLOTZ RETAIL REMARKETING TM PROVIDES SIGNIFICANT VALUE Select Case Studies 1 1 Actual representative transactions. 2 Auction Value uses Manheim Market Report average on date of sale, net of fees. 3 CarLotz Retail Price is the actual price CarLotz sold a particular vehicle for. 4 Retail Net of Fees & Expenses equals the net check remitted to Carlotz ’ client. 5 Lift calculated as Retail Net of Fees & Expenses less Auction Value. Corporate sellers often have a fiduciary duty to maximize fleet value on behalf of their clients Auction Value 2 $9,984 CarLotz Retail Price 3 $15,500 Retail Net of Fees & Expenses 4 $13,800 Lift 5 $3,816 Days to Sell 6 days Auction Value 2 $19,370 CarLotz Retail Price 3 $23,000 Retail Net of Fees & Expenses 4 $21,048 Lift 5 $1,728 Days to Sell 11 days Auction Value 2 $8,073 CarLotz Retail Price 3 $11,400 Retail Net of Fees & Expenses 4 $ 9,775 Lift 5 $1,702 Days to Sell 24 days Auction Value 2 $34,208 CarLotz Retail Price 3 $37,300 Retail Net of Fees & Expenses 4 $36,091 Lift 5 $1,883 Days to Sell 40 days 2016 Jeep Renegade 2014 Lexus RX 350 2016 Ford Escape 2018 Ford F - 150 50,550 miles 54,987 miles 99,002 miles 20,917 miles

 

 

7 WE MAKE BUYING AND SELLING EASY Price Selection Customer Service Buyers Upfront & haggle free prices generally lower than competitors’ Full - spectrum of inventory Trade - in and consignment services Contactless end - to - end e - commerce capabilities Sellers Higher average proceeds than other alternatives Accepts all car models, ages and values In - house reconditioning dependability End - to - end technology to enable no hassle selling

 

 

8 WE HAVE THE INDUSTRY’S HIGHEST CUSTOMER SATISFACTION 84 82 70 52 7 Net Promoter Score (NPS) 2 “ These guys at the Monroe NC CarLotz are a first class group of folks. They were professional and responsible in their dealings with me, did exactly what they told me they would do and delivered on their commitments. I netted 50%+ more from the sale of my car than I was offered by wholesale buyers. Would definitely do business with again! ” - January 2021 Ron “I recently purchased a car from CarLotz and had a wonderful experience. I stumbled across this company during an online search and had never heard of them before. The outcome: I got an awesome car at such a great price with no fine print but even more importantly, the customer service was amazing. Only one business day after the signatures were received and the deal closed, they delivered my car to my house and that was that! It came to me perfectly detailed, clean, and ready for the road! I would absolutely buy another car from CarLotz in a heartbeat and would highly recommend them to anyone car shopping. - January 2021 Katie Auto Retailers 1 Source: Reviews from Google, cars.com and company website. Note: NPS calculation methodology may vary by reporting source; CarLotz NPS score calculated by using buyer and seller online reviews. 1 Includes: Rush Enterprises, Lithia Motors, Avis Budget Group, Sonic Automotive, Asbury Automotive, Penske Automotive and Auto Nat ion. 2 Sources for net promoter scores (“NPS”) are as follows: Vroom from IPO Prospectus Supplement filed on 06/09/2020, Carvana from William Blair Growth Conference Presentation on 06/10/2020 and Shift from October 2020 Investor Presentation filed on 10/05/2020.

 

 

9 OUR TECHNOLOGY UNLOCKS THE RETAIL MARKET FOR SELLERS Sellers receive significantly more value per vehicle in an average of 30 – 45 days to sell Continuously expanding competitive moat through higher returns, lower days - to - sell and proprietary Retail Remarketing™ technology Custom business intelligence reporting Real - time performance metrics and data analytics Price optimization 1 2 3

 

 

10 CONDITIONING REPORT TO MAKE CONSIGNMENT EASY Provides comprehensive information on each vehicle including details on condition, flaws, repairs required, repairs recommended, and photos Important information for corporate accounts who typically have not seen the vehicle and often can charge back damage costs to their clients Establishes initial condition of vehicle in the event clients or buyers question condition post - sale Informs retail or wholesale decision quickly to increase speed of sale

 

 

11 PROPRIETARY BUSINESS INTELLIGENCE & REPORTING TO ENABLE SMARTER VEHICLE TRIAGE DECISIONS Compiles all data on logistics, reconditioning & sales to enable sourcing partners to create customizable views of their fleet Back - end integration through SYNC framework, enabling use through CarLotz application and sourcing partners’ own platforms Informs sellers on which vehicles to triage to Retail Remarketing TM

 

 

12 COMPELLING VALUE PROPOSITION FOR SELLERS, BUYERS AND CARLOTZ Seller lists cars via CarLotz CarLotz serves as a marketplace Buyer chooses from nationwide inventory Value to seller Value to buyer Value to CarLotz Monitor your progress along the way Buying with confidence backed by CarLotz brand Increased profits and lower risk Increased profit by lowering costs , fast inventory turns and growing F&I profits No haggling or negotiating Ease of shopping, financing and closing entirely online Non - competitively sourced inventory Structurally lower CACs Higher average price to seller Significant savings Asset - light model Minimal inventory held, leading to limited capital at risk

 

 

13 BEST - IN - CLASS UNIT ECONOMICS AND CAPITAL EFFICIENT GROWTH Market Cap -- $45 billion $6 billion $651 million 709 2020E – 2023E Projected Revenue CAGR 1 143% 42% 64% 92% 2 Gross Profit per Unit 3 $1,750 - $1,900 $3,048 $1,738 $1,443 Customer Acquisition Cost per Unit 4 $400 - $425 $1,176 $1,910 $2,004 Contribution Margin / Unit 5 $1,325 - $1,500 $1,872 $(172) $(561) Capital Invested to Date 6 $35 million ~$2 billion ~$1 billion ~$500 million Hub Footprint Today Source: Company filings, FactSet , PitchBook Note: Market data as of January 6, 2021 1 CarLotz 2020E – 2023E CAGR based on midpoint of 2020E and 2023E projections. Carvana and Vroom based on Wall Street Research. 2 Shift 2023E financial information estimated for purposes of this presentation assuming 2022E – 2023E revenue growth rate of 70.0% based on estimated extrapolations to achieve the Long - Term Targets provided in Shift October 2020 Investor Presentation. 3 Carvana represents used vehicle and other GPU as of YTD September 30, 2020, CarLotz represents 2020E retail and F&I GPU, Vroom represents vehicle and product GPU as of YTD September 30, 2020, and Shift represents adjusted GPU (excl. wholesale) as of YT D S eptember 30, 2020. 4 Represents 2020E advertising expense per retail unit for CarLotz , advertising expense per retail unit as of YTD September 30, 2020 for Carvana , marketing expense per e - commerce unit as of YTD September 30, 2020 for Vroom, and marketing expense per ecommerce unit as of Y TD September 30, 2020 for Shift. 5 Contribution margin per unit calculated as gross profit per unit less customer acquisition cost per unit. 6 Sourced from respective Company filings and PitchBook

 

 

14 UNIQUELY POSITIONED IN AN INDUSTRY OF WINNERS Asset - light business model Proprietary integrated selling technology platform Industry’s only consignment - to - sales model High trajectory growth in revenue and GPU Focused on customer and client experience Omni - channel used vehicle retailing Lowest CAC Faster growth Leading profitability Industry leading Net Promoter Score (NPS) of 84 versus Serving consumers and the very large corporate and fleet market

 

 

INVESTMENT HIGHLIGHTS SECTION II:

 

 

16 Passionate leadership team and strong corporate culture Massive, fragmented market with less than 1% e - commerce penetration Superior unit economics and capital efficiency Strong foundation with tremendous growth opportunity Proprietary, technology - enabled sourcing and selling model THE CARLOTZ INVESTMENT OPPORTUNITY

 

 

17 Source: IDC, U.S. Census Bureau, Wall Street Broker Research, National Auto Auction Association, IHS, National Automobile Dealer’s Association 1 Edmunds 2019 Used Vehicle Market report. 2 Capgemini Cars Online. 3 Cox Automotive Car Buying Journey Report. 4 Average of e - commerce volume growth for Carvana , Shift and Vroom, including respective segments, as applicable. MASSIVE, UNDERPENETRATED MARKET SUPPORTING MULTIPLE DISRUPTIVE P LAYERS $841 Billion Fragmented Market... 1 ...With Early E - commerce Penetration 2019 U.S. Used V ehicle M arket (42 million vehicles) ​Other Dealer Groups 44% Top 100 US Dealer Groups 6% Peer - to - Peer Transaction 50% CarLotz ~0.02% E - commerce Penetration Across Industries 1.0% 9.0% 21.0% 27.0% 28.0% 30.0% 32.0% Auto Retail Groceries Pet Supplies Appliances Furniture Shoes Apparel 97% of vehicle purchases involve online research 2 CarLotz currently represents ~0.02% of U.S. used vehicle sales ...And Consumers Ready for Change 82% of population uses online 3 rd party site for vehicle shopping 3 ~70% 2019 - 2021 e - commerce volumes estimated CAGR 4

 

 

18 24% 25% 48% 68% 76% 75% 52% 32% Source: E - commerce listing data from company websites; Manheim, NIADA Used Car Industry Report 2019; Auto Dealer Monthly; Edmund s Millennial Car Shopping Report; Experian, CarStory by Vast 1 Data as of August 10, 2020. Used vehicles industry based on Manheim auction sales mix. CARLOTZ PLAYS IN THE LARGEST AND MOST PROFITABLE MARKET SEGMENTS Used Car Industry Sales by Age of Car Car Listings by Body Type 1 Proportion of Car Listings by Age of Car 25% 44% 33% 48% 36% 67% 50% 39% 43% 45% 57% 31% 20% 12% 13% 4% 3% 1% 5% 5% 10% 3% 5% 2% New Vehicles Market Used Vehicles Market Car SUV Pick-up Van 5% 28% 56% 11% 1 – 2 yrs 3 – 5 yrs 6 – 10 yrs 11+ yrs Focus for CarLotz 1 – 3 years 4+ years Focused on largest and most profitable used vehicle market segments Largest proportion of pick - ups and vans, the most profitable and fastest growing segments Most inventory representative of used vehicle market

 

 

19 ASSET - LIGHT SOURCING IS A UNIQUE DIFFERENTIATOR AND COMPETITIVE ADVANTAGE Consigned Corporate Inventory ~60% Consigned Consumer Inventory ~15% Competitively Sourced Inventory <10% Other Non - competitively Sourced Inventory ~15% Run - rate mix 90% of Inventory is Non - Competitively Sourced 1 Long - term sourcing relationships High - quality inventory Integrated technology with supply partners Robust new account pipeline Blue - chip national sellers Deep Pool of Sourcing Partners Leading OEM 1 Inventory segmentation based on approximate inventory for January through July 2020 (less COVID - impacted months of March through May 2020).

 

 

20 Note: SYNC is a proprietary platform. PROPRIETARY TECHNOLOGY INTEGRATED WITH SOURCING PARTNERS Scalable ERP architecture Next - Gen B2B integration Improved client onboarding and retention Hyper - agile business analytics Real - time data handling Seamless integration across applications Real - time data evaluated across all departments Quick Start onboarding toolkit using any legacy format Complete suite of self - service customer capabilities and multi - platform user interface Fully integrated supply chain Seamless integration with all SYNC applications Low - cost, high - ROI enhancements and maintenance Making Retail Remarketing™ as easy as wholesale

 

 

21 PROPRIETARY, FULLY INTEGRATED PLATFORM FOR BUYERS Browse Cars Pricing Test Drive Financing & Warranty Checkout x Seamless experience x Breadth of selection options x Upfront & haggle free x Competitive pricing below retail x Real - time pricing comparison x National hub network x 3 - day / 500 mile vehicle exchange program x Superior financing and warranty terms x Simple online application process x Pre - approved within minutes x Online checkout and door - to - door delivery x Hub pickup

 

 

22 $1,872 $(172) $(561) Source: Company filings Note: All numbers in U.S. millions except for per unit figures. Negative contribution margin shown as NM. 1 All gross profit per unit and CAC metrics exclude wholesale unit sales. Carvana represents used vehicle and other GPU as of YTD September 30, 2020, CarLotz represents 2020E retail and F&I GPU, Vroom represents vehicle and product GPU as of YTD September 30, 2020, and Shift represe nt s adjusted GPU (excl. wholesale) as of YTD September 30, 2020. 2 Represents 2020E advertising expense per retail unit for CarLotz , advertising expense per retail unit as of YTD September 30, 2020 for Carvana , marketing expense per e - commerce unit as of YTD September 30, 2020 for Vroom, and marketing expense per e - commerce unit as of YTD September 30, 2020 for Shift. 3 Contribution margin per unit calculated as gross profit per unit less customer acquisition cost per unit. SUPERIOR UNIT ECONOMICS AND CAPITAL EFFICIENCY Retail Gross Profit Per Unit 1 Customer Acquisition Cost Per Unit 2 Contribution Margin Per Unit 3 Investment in At - Risk Inventory ($ million) $3,048 $1,738 $1,443 $1,750 - $1,900 (2020E) (2020E) (2020E) (2020E) $1,325 - $1,500 ~$7 $33 $299 $968 $1,176 $1,910 $2,004 $400 - $425

 

 

23 $113 - $114 $356 $945 $1,540 – $1,700 2020E 2021E 2022E 2023E Expand into new geographic markets Innovate and expand technological leadership Further penetrate existing accounts / key vehicle channels Add new corporate sourcing accounts Invest in brand and tactical marketing Increase service offerings and further optimize pricing Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults STRONG FOUNDATION WITH TREMENDOUS GROWTH OPPORTUNITY Revenue in $ millions + $1,426 – $1,587

 

 

24 Best - in - Class Management Team Dan Valerian CTO 9 years of industry experience Michael Bor Co - Founder and CEO 12 years of industry experience (Co - Head of Transportation & Logistics) Liz Sanders CAO 7 years of industry experience John Foley COO 20 years of industry experience Rob Imhof SVP of Finance & Accounting 20 years of relevant experience Becca Polak Chief Commercial Officer & GC 17 years of industry experience Tom Stoltz CFO 25 years of retail industry experience Michael Chapman CMO 20 years of industry experience PASSIONATE LEADERSHIP TEAM WITH SIGNIFICANT NEW HIRES New Hires Post 10/22 Deal Announcement Relevant Experience Numerous additional hires with strong talent across FP&A, real estate, technology and human resources Director of Real Estate Director of Digital Marketing Director of FP&A Director of Growth & Development Director of Processing Center Operations Technical Project Manager Hub Launch Manager Commercial Accounts Manager Recruiters (3) Seattle General Manager Seattle Assistant General Manager Seattle Coaches and Processing Staff

 

 

25 BOARD BRINGS DEPTH OF INDUSTRY AND PUBLIC MARKET EXPERIENCE Note: Board candidates are subject to shareholder meeting approval. One additional board seat remaining. 1 Additional board seat is expected to be filled by an independent member as well. Michael Bor Chairman of the Board Steven Carrel Board Member Linda Abraham Chair of Compensation Committee Co - Founder, comScore & Paragren Technologies Key Functional Skills: Technology, Marketing, General Management Sarah Kauss Member of Audit & Compensation Committees David Mitchell Board Member Jim Skinner Chair of Nomination & Governance Committee, Member of Audit Committee Kimberly Sheehy Chair of Audit Committee, Member of Nomination & Governance Committee Luis Solorzano Member of Compensation Committee, Member of Nomination & Governance Committee Co - Founder and CEO, CarLotz Key Functional Skills: Leadership, Finance, Sales, Innovation Independent Member of the Board Managing Director, TRP Capital Partners Key Functional Skills: Investment, Growth, Transportation Expertise Chairwoman, Founder & Former CEO, S’well Key Functional Skills: Innovation, Marketing, General Management, Accounting Managing Director, TRP Capital Partners Key Functional Skills: Investment, Growth, Transportation Expertise Former CFO, ResMan and CyrusOne Key Functional Skills: Accounting, Finance, Public Market Experience Former Vice Chairman, COO & CFO, Neiman Marcus Group Key Functional Skills: Leadership, Growth, Strategy CEO, Acamar Partners Key Functional Skills: Growth, General Management, Public Market Experience Deep knowledge of CarLotz Diversity of experience across functional areas Focus on best - in - class public company governance All non - management members of the Board will be independent 1

 

 

GROWTH STRATEGY SECTION III:

 

 

27 $356 $945 2020E 2021E 2022E 2023E I. Backed by a robust industry backdrop and unique business model ● $841 billion TAM with 12 million used vehicles annually sold through auctions ● Starting from very low penetration of retail remarketing volumes (<0.1% today and <1% estimated by 2025) ● Scalable end - to - end supply chain and e - commerce platform has been honed over the past 9 years ● Capital - efficient business model provides robust free cash flow ● One of the market participants that is currently both run - rate profitable and cash flow breakeven prior to proposed growth investment II. Nationwide footprint expansion based on a proven playbook ● Opening 3 - 4 new hubs per quarter with the first several hubs identified by experienced real estate team ● New hubs can be operational within 90 days and budgets $750K investment each (actual capex per existing hub has been much lower) ● Supply of consignment inventory to hubs ramps up rapidly starting within 30 days of opening ● New hubs are sized for growth, and have sell - through assumptions more conservative than existing hubs III. CarLotz rapid growth trajectory is a proven path in the industry ● Scaling sales by ~$1.5bn over 3 years is comparable to (or more conservative) than leading peers ● Superior risk - adjusted returns from a fee - based model with very little capital tied up in inventory ● Multiple areas of upside not factored into the model: better sell - through velocity, F&I product expansion based on addition of basic new products and the accelerating network effects of a nationwide platform Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults. 1 Edmunds 2019 Used Vehicle Market Report. 2 Represents total consolidated gross profit. 3 Represents 2020E – 2023E CAGR based on midpoint of 2020E and 2023E projections. HIGHLY ATTRACTIVE FINANCIAL MODEL WITH STRONG PROFITABILITY Total Retail Vehicle Sales 19,026 49,016 2020E 2021E 2022E 2023E 80,000 – 84,500 6,150 – 6,200 CAGR :137% 3 + 73,800 – 78,350 Revenue ($ million) CAGR: 143% 3 + $1,426 – $1,587 Gross profit ($ million) 2 CAGR: 162% 3 + $187 – $238 11% 12% 13% 14% Margin: $43 $121 2020E 2021E 2022E 2023E 1 2 3 $1,540 – $1,700 $200 - $250 $113 – $114 $12 - $13

 

 

28 VIRTUALLY UNLIMITED SUPPLY FROM EXISTING AND PROSPECT ACCOUNTS Source: Automotive Fleet, Bobit Fleet Group 1 As of December 31, 2019. 2 Estimated as one - fifth of fleet size annually. Company Fleet Size 1 Estimated Annual Remarketing Volume 2 486,245 97,249 257,629 51,526 240,692 48,138 212,000 42,400 130,000 26,000 95,500 19,100 55,772 11,154 29,845 5,969 22,000 4,400 20,403 4,081 6,100 1,220 Massive opportunity to penetrate 12 million vehicles passing through North American used vehicle auctions annually, of which 6 million vehicles are consigned by corporate vehicle sourcing partners Numbers in table represent fleet management companies only and exclude several major current and prospective verticals, such as: ● Banks ● Rental car companies ● Original equipment manufacturers ● Captive finance companies ● Third - party remarkete rs CarLotz ’ 2021 and 2025 projected volumes represent <0.1% and <1%, respectively, of total remarketing volume of 12 million per year Existing CarLotz Customer Representative Vertical: Fleet Management Companies

 

 

29 CarLotz Today CarLotz in 5 Years EXPANDING OUR FOOTPRINT NATIONWIDE THROUGH PROVEN HUB OPENING PL AYBOOK 1 Typical coverage is ~300 miles from a CarLotz hub. Some corporate vehicle sourcing partnerships expand coverage to up to 1,00 0 m iles, depending on inventory type. 8x growth ~0.15% penetration of used vehicle market CarLotz headquarters Existing CarLotz hubs Potential future locations Coverage Identified new openings ~0. 0 2% penetration of used vehicle market in 2019 Existing CarLotz hubs Hub coverage 1 Nationwide e - commerce coverage (completed sales in all 50 states) San Antonio, TX Tampa, FL Chicago, IL Charlotte, NC Midlothian, VA Richmond, VA Chesapeake, VA Greensboro, NC CarLotz headquarters First Set of New Hub Openings Already Identified by a Dedicated Real Estate Team • Repeatable model based on proven playbook • Assumes average new hub with inventory of ~390 • New hub sells 1,600 vehicles in year one (35% sell through) growing to 2,600 vehicles in year five (56% sell through) • By comparison, existing hubs on average reported sell - through of 42% in first 6 months and 56% when mature • Average retail price growth of 3.7% per year, driven primarily by mix (compared with 11% growth in past 12 months)

 

 

30 Washington Nevada Arizona Texas Tennessee Massachusetts Colorado Key Strategic Initiatives Location New Market Capacity Expansion Shipping Savings Expected Opening Seattle, WA Q1 Orlando, FL Q1 Nashville , TN Q1 Boston , MA Q2 Las Vegas, NV Q2 Dallas, TX Q2 Phoenix, AZ Q2 Denver , CO Q3 Houston, TX Q3 Existing CarLotz hubs CarLotz headquarters Florida Potential State for Hub Expansion with Lease Under Negotiation in H1 2021 ON TRACK TO MEETING HUB OPENINGS FOR 2021 Note: All planned hubs are in various stages of negotiation and may or may not come to fruition at all or in the time period cur rently proposed. Other areas under evaluation include CA, GA, VA, CT, MD, MO, PA, MN, MI, LA, NC and AL

 

 

31 DEMONSTRATED ABILITY TO EFFICIENTLY SCALE NEW HUBS ● Attractive buyer’s market with non - competitive sites available ● On - site reconditioning ● Sign - to - open in ~120 days with $750k initial investment ● Begin sourcing talent at time of property search ● GM hired 60 days out (average 16.5 years industry experience) ● Full team hired 14 days out ● Road Warriorz team arrives 30 days pre - open and guides the hub opening ● Remote support for ~6 months ● Planned ramp, begins with owned inventory ● Disciplined transition to non - competitively sourced inventory beginning ~30 days ● High visibility on inventory given location near supply sources Real Estate People Inventory 29% 14% 34% 38% 39% 57% 45% 71% 59% 77% 71% 77% 71% 86% 66% 63% 61% 43% 55% 29% 41% 23% 29% 23% Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 San Antonio (actual) Owned Non - Competitively Sourced <$250k 108 $750k 120 Dollars to open Days to open Dollars to open Days to open San Antonio (actual) New hubs (target) San Antonio (actual) New hubs (target) - 108 - 60 - 14 - 120 - 90 - 60 - 30 0 Hub Opening Team Hired GM Hired Lease Signed Market Identified Lease Signed Team Hired GM Hired New hubs (target) Owned Non - Competitively Sourced

 

 

32 Sales Volumes / Hub Vehicles Sold – Annualized 1 SCALABLE SELL - THROUGH ACROSS HUBS 1 All figures annualized for comparative purposes. 2 Represents LTM as of August 2020; pro forma for COVID impact in the months of March, April and May. 3 Sell - through represents monthly beginning inventory divided by monthly units sold. Predictable sales volumes ● Great online reviews ● High visibility locations ● Right inventory ● Compelling price ● Satisfied customers become brand ambassadors CarLotz ’ offering is compelling and provides peace - of - mind ● Test drives on request ● 3 - day return policy ● Integrated financing and insurance products Opening (month – year) Months 0 - 6 (Run - Rate) Months 7 - 12 (Run - Rate) Latest 8 Months 2 (Run - Rate) Average Sell - Through Across All 8 Hubs Midlothian Jun – 2011 Richmond Aug – 2012 Chesapeake Jan – 2013 Charlotte Jan – 2016 Greensboro Apr – 2016 Tampa Feb – 2018 Chicago Jul – 2018 San Antonio Dec – 2018 296 440 979 352 200 926 246 186 792 182 350 533 328 502 514 470 474 1,049 458 1,034 1,243 776 844 718 54% 51% 58% 40% 34% 63% 43% 21% 50% 35% 33% 45% 30% 40% 62% 28% 32% 53% 25% 44% 48% 42% 39% 40% 37% 37% 53% % Sell Through 3

 

 

33 Buyer and seller experience enhancements B2B sourcing technology BI and ERP enhancements Retail and processing enhancements ERP / B2B tech productization B2B marketplace analytics KEY AREAS OF INVESTMENT AND CONTINUED BUSINESS TRANSFORMATION Core Technology $50 million Additional Technology Investment $50 million New Hub Openings $21 million Other Growth Investments $42 million Planned 10+ hub openings on average per year through 2023, representing 40+ total locations Expansion from regional model to national model Logistics and distribution network Sourcing and marketing Consumer vehicle purchase marketing More Than $163 Million of Projected Investment in the Next 2 Years

 

 

34 CarLotz Revenue (in $ millions) Carvana Revenue at IPO (in $ millions) CARLOTZ ’ GROWTH PLAN RELATIVE TO INDUSTRY PEERS Source: Company filings, Wall street research, Pitchbook Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults. 1 Represents equity / venture funding pre - IPO. 2 Represents midpoint of 2020E revenue outlook for CarLotz, 2020E revenue projections for Vroom and Shift and 2016 revenue for Carvana . 3 Represents proceeds net of underwriter fees and transaction fees and assumes no redemptions. 4 Represents midpoint of revenue increase in 2023 versus midpoint of 2020 outlook for CarLotz . Represents revenue increase in 2023 versus 2020 Vroom and Shift and 2019 versus 2016 for Carvana. Unique capital - efficient business and operating model translates into superior growth at much lower investment compared to peers , resulting in significant growth opportunities with the deployment of proceeds from proposed transaction $113 - $114 $356 $945 2020E 2021E 2022E 2023E $1,540 – $1,700 $365 $859 $1,955 $3,940 2016A 2017A 2018A 2019A +$1.4B - $1.6B +$3.6B (in $ millions) Pre - IPO Capital Raise 1 Revenue Pre - IPO 2 Revenue / Pre - IPO Capital Raise Capital Raise in IPO 3 3 Year Revenue Increase in Plan 4 3 Year Revenue Increase in Plan / IPO Capital Raise $35 $114 3.2x $321 $1,507 4.7x $905 $365 0.4x $211 $3,575 17.0x $1,190 $1,333 1.1x $432 $4,713 10.9x $303 $193 0.6x $303 $1,167 3.9x

 

 

FINANCIAL OVERVIEW SECTION IV:

 

 

36 Year over year growth in non - competitively sourced inventory Increased F&I % penetration and $ fees Offsetting impact of outsized inventory surge and profit share program $1,276 $2,181 Q3 2019 Q3 2020 $655 $1,883 Q3 2019 Q3 2020 $2.3 $3.6 Q3 2019 Q3 2020 $26.5 $29.8 Q3 2019 Q3 2020 Source: Company filings 1 Retail gross profit represents retail and F&I gross profit. 2 Contribution margin per unit calculated as gross profit per unit less customer acquisition cost per unit (CAC). CAC represent s advertising & promotion - related expenses. 3 Previous guidance as presented in Carlotz November IP. RECORD Q3 2020 REPORTED RESULTS Revenue ($mm) Gross Profit ($mm) Retail Gross Profit per Unit 1 Record performance despite COVID impact on inventory sourcing throughout the year and no new hubs opened year over year (Previous Guidance: $28.3) 3 (Previous Guidance: $3.4) 3 (Previous Guidance: N/A) +71% +56% +12% Contribution Margin per Unit 2 (Previous Guidance: $2,362) 3 +188% Higher year - over - year ASP driven by inventory mix and new client accounts Strong sales momentum heading into end of quarter Increased F&I % penetration and $ fees Improved wholesale performance Increase in buyer and seller fee economics Maintained industry leading CAC efficiency while increasing sales and gross profits Reduced marketing needs as previously opened hubs seasoned during 2020

 

 

37 1,061 1,251 1,314 1,280 1,068 865 819 724 682 1,617 2,172 2,273 Jan 1st Feb 1st Mar 1st Apr 1st May 1st Jun 1st Jul 1st Aug 1st Sep 1st Oct 1st Nov 1st Dec 1st Accelerated intake from a rapidly growing strategic national account – Proved our ability to scale with a strategic national partner – Fee and profit sharing program that delivered comparable economics to fee - only commercial accounts in Q2 & Q3 2020 In Q3, we temporarily increased dealer inventory by sourcing from commercial accounts selectively – We have returned to historical non - competitively sourced mix in Q4 COVID - 19 Sales Impact 1 implied based on Q4 outlook retail units range compared to October and November actuals. INVENTORY & SALES UPDATE: SIGNIFICANT ACCELERATION IN Q4 Drivers of Inventory Surge COVID - 19 Impact Monthly Beginning Inventory COVID - 19 Sourcing Impact Retail Units Sold 541 513 407 294 470 606 648 516 407 583 624 540 - 590 1

 

 

38 1. Scaling Our Sourcing: Over the last three months, we have sourced at 90%+ of 2021 run - rate needs for sales anticipated across a 20+ hub footprint 2. Near - Term Outperformance : + Retail unit volumes + Total $ Revenue + Total $ Gross Profit + Total $ Contribution Margin (after marketing) 3. Near Term Operational and Financial Impact : − Higher shipping and reconditioning − Temporary slowdown in processing and sell - through − Tail of Q3 surge inventory 1 Projected average monthly retail unit volumes expected in 2021 (excludes hub startup inventory). CARLOTZ IS OPERATING CLOSE TO 2021 RUN - RATE SOURCING NEEDS Monthly Vehicles Sourced Inventory Inflows per Month (Number of Vehicles) Commentary 642 1,678 1,463 1,324 ~1,600 Jan - Aug 2020 Average Sep-20 Oct-20 Nov-20 2021 Monthly Run-Rate Inventory Needs September – November Average Sourcing = 1,488 1

 

 

39 ($ millions except per unit data) Q4 2020 Outlook % YoY Growth 2 Ahead of Previous Q4 Guidance 3 Fiscal 2020 Outlook Retail Units Sold 1,750 – 1,800 + ~10 % x 6,150 – 6,200 Retail Average Selling Price $16K - $17K + ~13 % x ~$16K – $17K Revenue $31 – $32 + ~19 % x $113 – $114 Gross Profit $3 – $4 + ~77 % x $12 – $13 Retail Gross Profit per Unit 1 $1,500 - $1,750 + ~31 % $1,750 – $1,900 Contribution Margin $2 – $3 + ~97 % x $9 – $10 Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults. 1 Retail gross profit per unit represents retail and F&I gross profit per unit. 2 Based on midpoint of Q4 2020 outlook. 3 Previous guidance as presented in Carlotz November IP. Q4 AND FULL YEAR 2020 OUTLOOK Represents record Q4 quarterly performance

 

 

40 $1.5 $1.3 $1.1 $1.3 $1.8 $2.2 $3.0 $2 - $3 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 $2.0 $2.4 $2.3 $2.0 $2.5 $2.7 $3.6 $3 - $4 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults. 1 Represents advertising expense per retail unit. 2 Contribution margin represents retail gross profit less customer acquisition cost (CAC). ACCELERATING QUARTERLY MOMENTUM Retail Units Sold Gross Profit ($mm) Customer Acquisition Cost (CAC) 1 Contribution Margin ($mm) 2 YoY: ~10% YoY: ~(1%) YoY: ~97% YoY: ~77% 1,518 1,618 1,685 1,614 1,453 1,376 1,571 1,750 - 1,800 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 $455 $822 $621 $457 $372 $289 $298 $400 - $500 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020

 

 

41 $1,774 $1,602 $1,393 2017A 2018A 2019A 2020E 3,412 4,077 6,435 2017A 2018A 2019A 2020E $1,417 $1,143 $802 2017A 2018A 2019A 2020E Source: Company filings Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults. 1 Retail gross profit per unit represents retail and F&I gross profit per unit. Carvana represents used vehicle and other GPU as of YTD September 30, 2020, CarLotz represents 2020E retail and F&I GPU, Vroom represents vehicle and product GPU as of YTD September 30, 2020, and Shift represents adjusted GPU (excl. wholesale) as of YTD September 30, 2020. 2 Contribution margin per unit represents retail gross profit per unit less customer acquisition cost (CAC). CAC represents adv ert ising & promotion - related expenses per retail unit. Represents 2020E advertising expense per retail unit for CarLotz , advertising expense per retail unit as of YTD September 30, 2020 for Carvana , marketing expense per e - commerce unit as of YTD September 30, 2020 for Vroom, and marketing expense per ecommerce unit as of YTD September 30, 2020 for Shift. POISED FOR RAPID GROWTH WITH STRONG UNIT ECONOMICS Retail Vehicles Sold Retail Gross Profit Per Unit 1 Contribution Margin Per Unit 2 $1,872 3 $(561) 3 ($172) 3 6,150 – 6,200 $1,750 – $1,900 $1,325 – $1,500

 

 

42 Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults. Non - GAAP financial measures such as EBITDA, EBITDA margin, FCF, and FCF percentage conversion are presented without due to the inherent difficulty of forecasting and quantifying certain amounts tha t a re necessary for such reconciliation. 1 Growth based on midpoint of 2020E guidance. 2 Includes add back of management fees expenses in 2017 – YTD 2020. 3 2021E and 2022E non - recurring capital expenditures funded from Transaction proceeds include a total of $56 million and $44 million of technology capital expenditures, respectively. Commentary Hub expansion plan underway and on schedule – Leases and LOIs signed with openings planned for Q1’21 & Q2’21 in Pacific Northwest, New England, South and Southeast Experienced management team on - board and energized – CCO, CFO, and CMO hires with auto and retail industry experience – Board with depth of industry and public market experience Gearing up for significant volume increases in 2021 – Account reviews and 2021 proposals underway with existing accounts – Several new accounts planned for launch in early 2021 – Sourcing 90%+ of 2021 volumes over last three months Public company preparedness – Recent hires with public market experience Tech transformation underway – Engaged 3rd party vendor to work with in - house team to launch Tech V2 in Q1/Q2 of 2021 A CONFIDENCE IN STRATEGIC PLAN: REITERATING 2021 - 2023 TARGETS B C D E ($ millions) 2021E 2022E 2023E Revenue $356 $945 $1,540 – $1,700 % growth 1 213.9% 165.1% 60% – 80% Gross Profit $43 $121 $200 – $250 % margin 12.0% 12.9% 13% – 15% EBITDA 2 ($45) $10 $70 – $110 % margin (12.6%) 1.1% 5% – 6% Recurring Capex $0 $0 $0 Growth Capex 3 $67 $55 $11

 

 

TRANSACTION SUMMARY SECTION V:

 

 

44 TRANSACTION OVERVIEW Transaction Overview Pro forma Valuation Cash Sources and Uses ($ millions) Pro Forma Illustrative Ownership Breakdown 4 Existing CarLotz Stockholders 59% Acamar SPAC Stockholders 27% PIPE Investors 11% Acamar Sponsor 3% Note: Presentation on this page represents current expectations relating to transaction structure and is subject to further d isc ussion and negotiation of definitive documentation in its entirety 1 Estimated Acamar Partners cash - in - trust at closing. Assumes no Acamar Partners stockholder exercises its redemption rights. This amount will be reduced by the amount of cash used to satisfy any r ed emptions. 2 50% of Acamar Partners' deferred shares subject to lock - up until CarLotz ' share price trades above $12.50, and the remaining 50% until it trades above $15.00, in each case for 20 out of any 30 cons ecu tive trading days following the merger. CarLotz ' existing stockholders to receive an earn - out of 7.5 million shares, on the same terms as Acamar Partners' deferred shares. 3 Preferred stock liquidity preference is the redemption of TRP Capital Partners instrument and secondary common paid out pro r ata to all common shareholders to redeem 4.6% of positions (95.4% rollover). 4 Excludes the impact of any deferred shares, earn - out shares and warrants. ● Pro forma enterprise value of $827 million, 0.88x 2022E revenue and 6.8x 2022E gross profit ● Total proceeds of $436 million, including $311 million 1 of expected cash - in - trust and $125 million of PIPE proceeds ● $321 million of net cash to CarLotz ’ balance sheet to fund future growth, $37 million to redeem preferred stock (liquidation preference) and $33 million pro - rata distribution to CarLotz existing stockholders, who are rolling over ~95% of their existing equity into the transaction ● Acamar Partners has agreed to defer 50% of its promote into a 5 year earn - out 2 ● CarLotz existing stockholders will also receive a 5 year earn - out on ~6.5% (7.5 million shares) of the pro forma equity 2 ● Expected to close in Q1 2021 Total shares outstanding 4 (in millions) 114.8 Price per share $10.00 Equity value (in millions) $1,148 Less: net cash (in millions) (321) Total e nterprise value (in millions) $827 TEV / 2022E revenue 0.88x Sources of Cash SPAC cash - in - trust 1 $311 PIPE investors $125 Total sources of cash $436 Uses of Cash Cash to balance sheet $321 Preferred stock liquidation preference 3 $37 Cash to existing stockholders $33 Transaction expenses $45 Total uses of cash $436

 

 

45 5.6% 4.6% 2.5% NM Mean: 3.6% 13.9% 15.6% 14.0% 8.6% Mean: 12.7% 162.1% 132.2% 41.4% 28.3% Mean: 67.3% GROWTH AND PROFITABILITY BENCHMARKING 2020E - 2023E Revenue CAGR (%) 2 2020E - 2023E Gross Profit CAGR (%) 2 Sources: Company filings, Wall Street Research, FactSet . Market data as of January 6, 2021. Note: These projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future re sults. Metrics that are considered non - GAAP financial measures such as EBITDA margin are presented on a non - GAAP basis without reconciliations of such forward - looking non - GAAP measures due to the inherent difficulty in forecasting and quanti fying certain amounts that are necessary for such reconciliation. 1 Shift 2020E – 2023E financial information per Shift October 2020 Investor Presentation. Shift 2023E financial information estimated for purposes of this presentation assuming 20 22 - 2023E revenue growth rate of 70.0% and 2023E gross profit margin of 14.0%. 2 CarLotz figures based on midpoint of 2020E and 2023E projections. 2023E Gross Profit Margin (%) 2 2023E EBITDA Margin (%) 2 1 1 1 142.6% 91.7% 64.3% 42.0% Mean: 66.0% 1