Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2021, CarLotz, Inc. (the "Company") entered into an Inventory Financing and Security Agreement (the "Ally Facility") with Ally Bank, a Utah chartered state bank ("Ally Bank") and Ally Financial, Inc., a Delaware corporation ("Ally" and, together with Ally Bank, the "Lender"), pursuant to which the Lender may provide up to $30 million in financing, or such lesser sum which may be advanced to or on behalf of the Company from time to time, as part of its floorplan vehicle financing program.

Under the Ally Facility, the Company is subject to financial covenants that require the Company to maintain at least 10% of the credit line in cash and cash equivalents, to maintain at least 10% of the credit line on deposit with Ally Bank and to maintain a minimum tangible net worth of $90 million calculated in accordance with GAAP.

Advances under the Ally Facility will bear interest at a per annum rate designated from time to time by the Lender and will be determined using a 365/360 simple interest method of calculation, unless expressly prohibited by law. Advances under the Ally Facility, if not demanded earlier, are due and payable for each vehicle financed under the Ally Facility as and when such vehicle is sold, leased, consigned, gifted, exchanged, transferred, or otherwise disposed of. Interest under the Ally Facility is due and payable upon demand, but, in general, in no event later than 60 days from the date of request for payment.

Upon any event of default (including, without limitation, the Company's obligation to pay upon demand any outstanding liabilities of the Ally Facility), the Lender may, at its option and without notice to the Company, exercise its right to demand immediate payment of all liabilities and other indebtedness and amounts owed to the Lender and its affiliates by the Company and its affiliates.

The Ally Facility is secured by a grant of a security interest in certain vehicle inventory and other assets of the Company.

The foregoing description of the Ally Facility is qualified in its entirety by reference to the full text of the Inventory Financing and Security Agreement and the Addendum to the Inventory Financing and Security Agreement, which will be filed as an exhibit to subsequent filings of the Company as required by SEC rules.

The Company filed a press release announcing the entry into the Ally Facility on March 11, 2021. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the entry into the Ally Facility, on March 10, 2021, the Company notified Automotive Finance Corporation ("AFC") that it was terminating the revolving floor plan facility between the Company and AFC, dated January 22, 2016 (as amended, the "AFC Facility"), and all security or other credit documents entered into in connection therewith.


 Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an

           Off-balance Sheet Arrangement of a Registrant.



The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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