Exhibit 10.22.1


 


ADDENDUM TO INVENTORY FINANCING AND SECURITY
AGREEMENT


 


This Addendum to Inventory Financing and Security
Agreement, executed by the parties hereto and to be effective as of April 7, 2021, is entered into by and among Ally Bank (Ally Capital
in Hawaii, Mississippi, Montana and New Jersey), Ally Financial, a Delaware entity (together with Ally Bank, the "Ally Parties"),
and CarLotz Group, Inc., a Delaware corporation. ("Dealership").


 


The Ally Parties and Dealership have entered into
an Inventory Financing and Security Agreement and other agreements related thereto (the "IFSA Documents"). Each of the parties
believes that the IFSA Documents are not subject to the State of Florida documentary stamp tax imposed under Florida Statutes. Therefore,
no documentary stamp taxes have been collected or paid. However, in the event the State of Florida ever determines that the IFSA Documents
are subject to documentary stamp taxes, Dealership agrees to pay to the Ally Parties an amount equal to the tax assessed by the State
of Florida, together with any other taxes or fees which might be imposed in connection with the transactions which are the subject of
the IFSA Documents. In addition, Dealership hereby waives any defense it may have to the payment of the obligations arising under the
IFSA Documents arising by reason of the failure to pay any such taxes.


 


This Addendum may be signed in counterparts, each
of which is deemed an original and all of which taken together constitute one and the same agreement. Any electronically placed or delivered
(e.g., via fax or email) signatures of the parties constitute and are deemed original signatures for all purposes. Additionally, the provisions
of this Addendum shall become incorporated into the terms and conditions of the IFSA Documents.


 


	Ally Financial	 	CarLotz Group,
    Inc.
	 	 	 	 	 
	By:	 /s/ Ronn Davis	 	By:	 /s/ John Foley II
	Print Name:	Ronn Davis	 	Print Name:	John Foley
	Title:	Authorized Representative	 	Title:	COO
	Date:	4/7/21	 	Date:	4/7/21
	 	 	 	 	 
	Ally Bank	 	 	 	 
	 	 	 	 	 
	By:	 /s/ Ronn Davis	 	 	 
	Print Name:	Ronn Davis	 	 	 
	Title:	Authorized Representative	 	 	 
	Date:	4/7/21 	 	 	 



 






     


     


    

 


ADDENDUM TO


INVENTORY FINANCING AND SECURITY AGREEMENT


 


Effective as of: April 7, 2021


 


This Addendum to Inventory
Financing and Security Agreement (“Addendum”) forms part of the Inventory Financing and Security Agreement (the “Agreement”)
by and among Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), Ally Financial Inc. (collectively, the “Ally
Parties”), and CarLotz Group, Inc., a Delaware corporation (the “Dealership”), dated as of March 31, 2021, and is subject
to the terms of the Agreement.


 


NOW THEREFORE. in consideration
of the premises and of the mutual promises contained herein and in the Agreement, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree to the financial covenants set forth herein, as follows:


 


AGREEMENT


 


		A.	Defined Terms. All capitalized terms used but not otherwise defined herein shall have the same
meaning as set forth in the Agreement.



 


		B.	Tangible Net Worth. Dealership will maintain tangible net worth of at least $90,000,000.00 calculated
in accordance with GAAP.



 


		C.	CBA Minimum Balance. At all times, the Dealership will maintain a Minimum Required Balance pursuant
to the terms of the Credit Balance Agreement (the “CBA”) equal to or greater than ten percent (10%) of the floor plan Credit
Line, which either or both of the Ally Parties may modify the terms, conditions, or amount from time to time at the Ally Parties sole
and absolute discretion. Minimum Required Balance shall have the same meaning as set forth in the CBA, entered into contemporaneously
with this Agreement.
	 	 	 



		D.	Minimum Liquidity: The Dealership will maintain unrestricted cash and cash equivalents of not less
than 10% of the Credit Line amount (i.e., with a Credit Line of $30,000,000, the requirement is equal to $3,000,000.00).
	 	 	 



		i.	Unrestricted cash and cash equivalents shall include cash maintained in the Dealership's
bank account(s), plus outstanding deposits, less outstanding checks, less bank fees, all as of the month-end for which the covenant applies.
	 	 	 



		ii.	Unrestricted cash and cash equivalents shall not include any amounts used to establish
the Minimum Required Balance under the CBA.






 






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		E.	Consigned Vehicles From Third Parties. The definition of Collateral in the Agreement shall not
include a security interest in vehicles on consignment from any owner who is not a party to the Agreement or the Addendum, and the proceeds
of consigned vehicles described in this sentence. However, any consigned vehicle from Ally Bank, Ally Financial or any affiliated organization/entity
of the Ally Parties (i) will not constitute a consigned vehicle and (ii) will be included in the definition of Collateral in the Agreement.
	 	 	 



		F.	Clean Title. The Dealership acknowledges and agrees that it will only floorplan unencumbered
                                                           vehicles (including but not limited to trade-ins) with clean title and the vehicles must be lien-free. Dealership agrees to abide by
                                                           the conditions outlined in this paragraph and further agrees that upon request, the Dealership will provide copies of all relevant
                                                           documentation to establish its compliance with these conditions. If any of these conditions are not met as to a vehicle, the Ally
                                                           Parties, in sole and absolute discretion, may demand immediate repayment of the floorplan advance for said vehicle.
	 	 	 



		G.	Other Provisions. 
	 	 	 



		1)	Dealerships further agrees that a violation of this Addendum constitutes a violation of all agreements
of all Dealerships with either or both of the Ally Parties, including, but not limited to the Agreement.
	 	 	 



		2)	Any forbearance, delay or failure by the Ally Parties in exercising any of their rights or remedies does
not constitute a waiver of such rights or remedies or of any existing or future default by the Ally Parties.
	 	 	 



		3)	Except as set forth herein, this Addendum may be changed only in a writing signed by both parties.
	 	 	 



		4)	This Addendum constitutes the entire agreement of the parties regarding its subject matter.
	 	 	 



		5)	This Addendum may be signed in counterparts, each of which is deemed an original, and all of which taken
together constitute one and the same agreement. The signatures of the parties, exchanged via fax or e-mail, shall constitute and be deemed
original signatures for all purposes. Further, any electronically placed signature of the parties constitute and are deemed original signatures
for all purposes.
	 	 	 



		6)	Dealership acknowledges and agrees that nothing in this Addendum constitutes or should be construed as
a waiver of any of the Ally Parties’ rights or remedies under applicable law or their agreements, all of which are expressly reserved.
Furthermore, the Dealership acknowledges and agrees that its wholesale credit lines are subject to the terms of the financing agreements
under which they were extended and are discretionary lines of credit that may be modified, suspended, or terminated at the Ally Parties’
election, in their sole discretion.



 


SIGNATURE PAGE TO FOLLOW





 






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	Ally Financial	 	CarLotz Group, Inc.
	 	 	 	 	 
	By:	 /s/
    Ronn Davis	 	By:	 /s/
    John Foley II
	Print
    Name:	Ronn
    Davis	 	Print
    Name:	John
    Foley
	Title:	Authorized
    Representative	 	Title:	COO
	Date:	4/7/21	 	Date:	4/7/21
	 	 	 	 	 
	Ally Bank	 	 	 
	 	 	 	 	 
	By:	 /s/
    Ronn Davis	 	 	 
	Print
    Name:	Ronn
    Davis	 	 	 
	Title:	Authorized
    Representative	 	 	 
	Date:	4/7/21