AUTOWEB, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On May 26, 2022, AutoWeb, Inc. ("Company") entered into a Fourth Amendment to Loan, Security and Guarantee Agreement ("Credit Facility Fourth Amendment") with CIT 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 (the existing Loan Agreement, as amended to date, is referred to herein collectively as the "Credit Facility Agreement").

The Credit Facility Fourth Amendment provides for (i) a reduction in the minimum borrowing usage requirement from forty percent (40%) to twenty percent (20%) of the aggregate revolver commitments under the Credit Facility Agreement, which results in a reduction in the minimum borrowing usage requirement from $8.0 million to $4.0 million; (ii) a reduction in the base amount used to calculate the underusage fee from $10.0 million to $6.0 million; and (iii) application of the approximately $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 this amount.

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

The foregoing description of the Credit Facility Agreement and Credit Facility Fourth Amendment is not complete and is qualified in its entirety by reference to the Loan, Security and Guarantee Agreement dated as of March 26, 2020, by and between the Company and CIT Northbridge Credit LLC, which is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 26, 2020 (SEC File No. 001-34761), as amended by the First Amendment to Loan, Security and Guarantee Agreement dated as of May 18, 2020, which is incorporated herein by reference to Exhibit 10.1 to the Current Report 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 Agreement dated 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 August 2, 2021 (SEC File No. 001-34761), the Third Amendment to Loan, Security and Guarantee Agreement, dated as of September 13, 2021, which is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 15, 2021 (SEC File No. 001-34761), and the Fourth Amendment to 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 hereby incorporated by reference.

Item 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. Carpenter notified the Chairman of the Board of Directors ("Board") of the Company that, effective immediately, he was resigning his position as a member of the Board and as a member of the Board's Audit Committee ("Audit Committee").

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

--12-31

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") to Section 3.02 of the Company's Seventh Amended and Restated Bylaws ("Bylaws") to decrease 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 term of the Board's Class III Directors upon commencement of the 2022 Annual Meeting of Stockholders ("Effective Time"). Bylaw Amendment No. 2 supersedes Amendment No. 1 to the Bylaws that was previously reported and that was to be effective as of the Effective Time to reduce the number of authorized directors of the Company from eight (8) to seven (7).

Item 9.01 Financial Statements and Exhibits.

  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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