Item 1.01 Entry into a Material Definitive
Agreement.
Amended and Restated
Equity and Asset Purchase Agreement
On May 11, 2022 (the
“Closing Date”), the Company entered into an Amended and Restated Equity and Asset Purchase Agreement (the “Amended
and Restated Purchase Agreement”), by and among the Company, the Sellers and SoftBank. The Amended and Restated Purchase Agreement
amended and restated the Original Purchase Agreement in its entirety.
Also on May 11, 2022,
the Company completed the acquisition of certain automotive dealer marketplace assets and all of the issued and outstanding limited liability
company interests of Fair Dealer Services, LLC, a Delaware limited liability company (collectively, the “Acquired Assets”),
from the Sellers, pursuant to the terms of the Amended and Restated Purchase Agreement. The consideration for the Acquired Assets consisted
of cash in the amount of $15,000,000 (the “Cash Consideration”) and 2,066,978 shares of the Company’s Class A
common stock (such shares being equal to 2.5% of the issued and outstanding shares of the Company’s Class A common stock as of immediately
prior to the closing of the transactions contemplated by the Amended and Restated Purchase Agreement) (the “Stock Consideration”).
The Company financed the acquisition of the Acquired Assets through the issuance of new debt financing pursuant to the Note Purchase Agreement,
as described in more detail below.
The Amended and Restated
Purchase Agreement includes customary representations, warranties and covenants from the parties thereto, including certain indemnification
and confidentiality covenants applicable.
The foregoing description
of the Amended and Restated Purchase Agreement set forth herein is subject to, and qualified in its entirety by reference to, the full
text of the Amended and Restated Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference
herein.
Lockup and Registration Rights Agreement
On the Closing Date, in connection with the Amended
and Restated Purchase Agreement, the Company and SoftBank entered into a letter agreement (the “Lockup and Registration Rights
Agreement”), pursuant to which, among other things, (i) SoftBank agreed to certain lockup restrictions and (ii) the Company
agreed to register for resale, subject to the terms and conditions set forth therein, the Stock Consideration.
The Lockup and Registration Rights Agreement
provides among other things that, subject to the terms, conditions and exceptions specified therein, from the Closing Date until the
date that is one hundred eighty (180) days following the Closing Date (the “Lock-Up
Period”), SoftBank shall not sell, offer to sell, contract or agree to sell, grant any option to purchase or otherwise
dispose of, directly or indirectly, the Stock Consideration, establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, enter into
any arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Stock
Consideration, or publicly announce any intention to effect any transaction herein.
The Lockup and Registration Rights Agreement further
provides, subject to the terms, conditions and exceptions specified therein, certain piggyback registration rights to SoftBank with respect
to the Stock Consideration.
The foregoing description of the Lockup and Registration
Rights Agreement is subject to, and qualified in its entirety by reference to, the full text of the Lockup and Registration Rights Agreement,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Note Purchase Agreement
On the Closing Date and in accordance with
the Commitment Letter, the Company entered into a Note Purchase Agreement (the “Note
Purchase Agreement”) by and between the Company, each of the Company’s subsidiaries party thereto as guarantors
(each, a “Guarantor” and, collectively, the “Guarantors”),
and SB LL Holdco, Inc., a Delaware corporation (the “Purchaser”).
Pursuant to the Note Purchase Agreement and the terms and conditions set forth therein, the Company agreed to issue and sell, and
the Purchaser agreed to purchase, a 6.00% Senior Unsecured Note due 2025 with a principal amount of $20,000,000 (the “Note”)
in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”).
The Note bears interest at a rate of 6.00% per
annum and will mature on May 11, 2025. The Company may, at its option, prepay the Note in its entirety (i) if prior to November 11, 2024,
at 100% of the principal amount plus accrued and unpaid interest thereon to (but excluding) such date and a premium specified therein,
or (ii) if on or after November 11, 2024, at 100% of the principal amount plus accrued and unpaid interest thereon to (but excluding)
such date. The Note is senior unsecured indebtedness of the Company.
The Company will use the proceeds from the sale
of the Note to (a) finance the Cash Consideration, (b) pay certain costs and expenses associated with the Note and Note Purchase Agreement
and (c) provide for certain working capital needs and general corporate purposes, including investing in improvements of the Acquired
Assets.
Each Guarantor, subject to the terms and conditions
set forth in the Note Purchase Agreement, agreed to irrevocably and unconditionally guarantee to Purchaser the payment of principal, premium
(if any) and interest from time to time payable by the Company, and accordingly undertake to pay Purchaser any amount or amounts which
Company is at any time liable to pay in respect of the Note and which the Company has failed to pay, including amounts that become due
in advance of their stated maturity as a result of acceleration (the “Guarantee”). The obligations of each Guarantor
under its Guarantee constitute direct, unsecured and unsubordinated obligations of such Guarantor.
The foregoing description of the Note Purchase
Agreement is subject to, and qualified in its entirety by reference to, the full text of the Note Purchase Agreement, a copy of which
is attached as Exhibit 10.2 hereto and is incorporated by reference herein.