AUTOWEB, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws;…

Item 1.01 Entry Into a Material Definitive Agreement.

On May 26, 2022, AutoWeb, Inc. ("Company") entered into a Fourth Amendment toLoan, Security and Guarantee Agreement ("Credit Facility Fourth Amendment") withCIT Northbridge Credit LLC ("CNC") to amend the Company's existing Loan,Security and Guarantee Agreement with CNC initially entered into on March 26,2020, as amended on May 18, 2020, July 30, 2021, and September 13, 2021 (theexisting Loan Agreement, as amended to date, is referred to herein collectivelyas the "Credit Facility Agreement").

The Credit Facility Fourth Amendment provides for (i) a reduction in the minimumborrowing usage requirement from forty percent (40%) to twenty percent (20%) ofthe aggregate revolver commitments under the Credit Facility Agreement, whichresults in a reduction in the minimum borrowing usage requirement from $8.0million to $4.0 million; (ii) a reduction in the base amount used to calculatethe underusage fee from $10.0 million to $6.0 million; and (iii) application ofthe approximately $4.0 million in the Company's restricted cash account used ascollateral under the Credit Facility Agreement to reduce the current outstandingloan balance under the Credit Facility Agreement by this amount.

The Credit Facility Fourth Amendment also amends the Credit Facility Agreementto allow the financing of insurance premiums for the 2022-2023 renewal periodunder the Credit Facility Agreement and that any liens on the associatedinsurance policies or proceeds thereof that secure the financing of theinsurance premiums shall be permitted liens.

The foregoing description of the Credit Facility Agreement and Credit FacilityFourth Amendment is not complete and is qualified in its entirety by referenceto the Loan, Security and Guarantee Agreement dated as of March 26, 2020, by andbetween the Company and CIT Northbridge Credit LLC, which is incorporated hereinby reference to Exhibit 10.1 to the Current Report on Form 8-K filed withthe SEC on March 26, 2020 (SEC File No. 001-34761), as amended by the FirstAmendment to Loan, Security and Guarantee Agreement dated as of May 18, 2020,which is incorporated herein by reference to Exhibit 10.1 to the CurrentReport on Form 8-K filed with the SEC on May 19, 2020 (SEC File No. 001-34761),the Second Amendment to and Consent Under Loan, Security and Guarantee Agreementdated as of July 30, 2021, which is incorporated herein by reference to

Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August2, 2021 (SEC File No. 001-34761), the Third Amendment to Loan, Security andGuarantee Agreement, dated as of September 13, 2021, which is incorporatedherein by reference to Exhibit 10.1 to the Current Report on Form 8-K filedwith the SEC on September 15, 2021 (SEC File No. 001-34761), and the FourthAmendment to Loan, Security and Guarantee Agreement, a copy of which is filed asExhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated byreference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

On May 27, 2022, Michael A. Carpenter notified the Chairman of the Board ofDirectors ("Board") of the Company that, effective immediately, he was resigninghis position as a member of the Board and as a member of the Board's AuditCommittee ("Audit Committee").

Mr. Carpenter was a member of the Board's Audit Committee. Mr. Michael J. Fuchshas been appointed by the Board to serve as a member of the Audit Committee toreplace Mr. Carpenter.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 1, 2022, the Board approved an amendment ("Bylaw Amendment No. 2") toSection 3.02 of the Company's Seventh Amended and Restated Bylaws ("Bylaws") todecrease the number of authorized directors on the Board from eight (8) to five(5) members. Bylaw Amendment No. 2 will be effective upon expiration of the termof the Board's Class III Directors upon commencement of the 2022 Annual Meetingof Stockholders ("Effective Time"). Bylaw Amendment No. 2 supersedes AmendmentNo. 1 to the Bylaws that was previously reported and that was to be effective asof the Effective Time to reduce the number of authorized directors of theCompany from eight (8) to seven (7).

Item 9.01 Financial Statements and Exhibits.

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AUTOWEB, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws;...