AUTOWEB, INC. : conclusion of a material definitive agreement, change of directors or principal officers, amendments to the articles of association or by-laws; Change of fiscal year, financial statements and supporting documents (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

On May 26, 2022, AutoWeb, Inc. (“Company”) has entered into a Fourth Amendment to Loan, Guarantee and Guarantee Agreement (“Fourth Amendment to Credit Facility”) with
CIT Northbridge Credit LLC (“CNC”) to amend the existing loan, surety and guarantee agreement between the Company and CNC, initially entered into on March 26, 2020as amended on May 18, 2020, July 30, 2021and September 13, 2021 (the Existing Loan Agreement, as amended hereto, is referred to herein collectively as the “Credit Facility Agreement”).

The Fourth Amendment to the Credit Facility provides for (i) a reduction of the minimum borrowing requirement from forty percent (40%) to twenty percent (20%) of all revolving commitments in under the credit facility agreement, which results in a reduction of the minimum requirement for the use of the loan from $8.0 million at $4.0 million; (ii) a reduction in the base amount used to calculate underutilization charges for $10.0 million at $6.0 million; and (iii) application of the environment $4.0 million in the Company’s Restricted Cash Account used as collateral under the Credit Facility Agreement to reduce the current outstanding loan balance under the Credit Facility Agreement by that amount.

The Fourth Amendment of the Credit Facility also amends the Credit Facility Agreement to permit the funding of insurance premiums for the 2022-2023 renewal period under the Credit Facility Agreement and that any liens on Associated insurance policies or the proceeds thereof that secure the financing of insurance premiums will be permitted liens.

The foregoing description of the Credit Facility Agreement and the Fourth Amendment to the Credit Facility is not complete and is qualified in its entirety by reference to the Loan, Security and Guarantee Agreement dated March 26, 2020by and between the Company and CIT Northbridge Credit LLCwhich is incorporated herein by reference as Exhibit 10.1 to the current report on Form 8-K filed with the SECOND on March 26, 2020 (SEC File No. 001-34761), as amended by the First Amendment to the Loan, Guarantee and Guarantee Agreement dated May 18, 2020which is incorporated herein by reference as Exhibit 10.1 to the current report on Form 8-K filed with the SECOND on May 19, 2020 (SEC File No. 001-34761), the Second Amendment and Consent Under Loan, Security and Guarantee Agreement dated July 30, 2021which is incorporated herein by reference to

Exhibit 10.1 to the current report on Form 8-K filed with the SECOND on August 2, 2021 (SEC File No. 001-34761), the Third Amendment to the Loan, Guarantee and Guarantee Agreement, dated September 13, 2021which is incorporated herein by reference as Exhibit 10.1 to the current report on Form 8-K filed with the SECOND on September 15, 2021 (SEC File No. 001-34761) and the Fourth Amendment to the Loan, Security and Guarantee Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference .

Article 5.02 Departure of directors or certain officers; Election of directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


On May 27, 2022, Michael A. Charpentier notified the Chairman of the Board of Directors (“Board”) of the Company that he is resigning, with immediate effect, from his duties as a member of the Board and as a member of the Audit Committee of the Board (“Audit Committee”) .

Mr. Carpenter was a member of the Audit Committee of the Board of Directors. Mr. Michael J. Fuchs was appointed by the board of directors to sit on the audit committee in replacement of Mr. Carpenter.


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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise

On June 1, 2022, the Board has approved an amendment (“Bylaws Amendment No. 2”) to Section 3.02 of the Seventh Amended and Restated Bylaws of the Corporation (“Bylaws”) to reduce the number of authorized directors on the council of eight (8) to five (5) members. Bylaws Amendment No. 2 will become effective upon the expiration of the terms of the Class III Directors of the Board of Directors at the start of the 2022 Annual Meeting of Shareholders (“Effective Time”). Amendment No. 2 to the Articles replaces Amendment No. 1 to the Articles which was previously reported and which was to become effective at the Effective Time to reduce the number of authorized directors of the Company by eight (8) to seven (7).

Item 9.01 Financial statements and supporting documents.



  d. Exhibits


             3.1   Amendment Number 2 to Seventh Amended and Restated Bylaws of
                   AutoWeb, Inc. (to be effective upon the expiration of the term of
                   the Class III directors upon commencement of the 2022 Annual
                   Meeting of Stockholders)


             10.1   Fourth Amendment to Loan, Security and Guarantee Agreement dated
                    as of May 26, 2022, by and between AutoWeb, Inc., a Delaware
                    corporation, and CIT Northbridge Credit LLC.
           104      Cover Page Interactive Data File (formatted as inline XBRL)




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