Exhibit 10.9


 


Execution Version


 


FIRST Amendment



TO
LOAN Agreement


 


THIS
FIRST AMENDMENT to Loan Agreement (this “Amendment”) is entered into this 30th day of July, 2020
(the “Effective Date”), by and among Porch.com, Inc., a Delaware corporation (“Borrower Representative”),
each person thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”),
the guarantors set forth on Schedule 1 thereto (together with any other guarantors of the Obligations from time to time,
the “Guarantors”), the lenders from time to time party thereto (collectively, “Lenders”,
and each, a “Lender”), Runway Growth Credit Fund Inc., as administrative agent and collateral agent for Lenders
(in such capacity, “Agent”).


 


Recitals


 


A. Borrower
Representative, the Guarantors, the Lenders and the Agent have entered into that certain Loan and Security Agreement dated as of
July 22, 2020 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”).


 


B. The
Lender has extended credit to the Borrowers for the purposes permitted in the Loan Agreement.


 


C. The
Borrowers have requested that the Administrative Agent and the Lender amend the Loan Agreement to revise Section 6.2(d).


 


D. The
Administrative Agent and the Lender have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in
accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:


 


1. Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.


 


2. Amendments
to Loan Agreement.


 


2.1 Section
6.2 Financial Statements, Reports, Certificates. Section 6.2(d) is hereby amended and restated as follows:


 


“(d)  Annual Audited
Financial Statements. As soon as available, but no later than September 30, 2020 with respect to fiscal year 2019, such due
date to be made one month earlier relative to the prior year each year thereafter, until such date of delivery is ninety (90) days
following any fiscal year end date (except to the extent earlier required to be filed with the Securities and Exchange Commission)
audited consolidated financial statements of the Borrower Representative prepared in accordance with GAAP, consistently applied,
together with an opinion on the financial statements from an independent certified public accounting firm reasonably acceptable
to Agent, which opinion is unqualified (except for the fiscal year 2019 as to the Loan Parties as a “going concern”),
with such audit performed in accordance with the standards set forth by the Public Company Accounting Oversight Board, with such
financial statements and opinion satisfactory to Agent in its sole discretion;”


 






     


     


    

 


3. Representations
and Warranties. To induce the Lender and the Administrative Agent to enter into this Amendment, each Loan Party hereby represents
and warrants to the Administrative Agent as follows:


 


3.1 Immediately
after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to
an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is
continuing;


 


3.2 Each
Loan Party has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement,
as amended by this Amendment;


 


3.3 The
execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of its obligations under the
Loan Agreement, as amended by this Amendment, have been duly authorized;


 


3.4 The
execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of its obligations under the
Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any material Requirement of Law binding on
or affecting any Loan Party, (b) any material Contractual Obligation with a Person binding on any Loan Party, or (c) any
material order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding
on any Loan Party;


 


3.5 The
execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of its obligations under the
Loan Agreement, as amended by this Amendment, do not require any Governmental Approval, except as already has been obtained or
made; and


 


3.6 This
Amendment has been duly executed and delivered by each Loan Party and is the binding obligation of each Loan Party, enforceable
against such Loan Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’
rights.


 


4. Integration.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the
subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.


 






     


     


    

 


5. Limited
Effect. This amendment shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or
condition of any Loan Document, (b) create a course of dealing with respect to any other modification or waiver, or (c) otherwise
prejudice any right or remedy which Agent or any Lender may now have or may have in the future under or in connection with any
Loan Document. Agent and Lenders shall be entitled to demand strict compliance with the terms of the Loan Documents, as the same
are amended by this Amendment.


 


6. Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


7. Effectiveness.
This Amendment shall be deemed effective upon (x) the due execution and delivery to the Administrative Agent of this Amendment
by each party hereto and (y) the payment of all expenses (including all attorneys’ fees and expenses) of the Administrative
Agent and the Lender, incurred and invoiced through the date of this Amendment.


 


8. Governing
Law; Venue. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER SET FORTH
IN SECTIONS 11 OF THE LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.


 


[Signature
Page Follows]


 




     


     


    

 


In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first
written above.


 


	 	BORROWERS
	 	 
	 	Porch.com, Inc.
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name: 	Matthew Ehrlichman
	 	Title:	Chief Executive Officer
	 	 	 
	 	GUARANTORS:
	 	 
	 	GOSMITH, INC.
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name:	Matthew Ehrlichman
	 	Title:	 Chief Executive Officer and President
	 	 	 
	 	done.com holdings, inc.
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name:	Matthew Ehrlichman
	 	Title:	Chief Executive Officer and President
	 	 	 
	 	INSPECTION SUPPORT LIMITED LIABILITY COMPANY
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name:	Matthew Ehrlichman
	 	Title:	Chief Executive Officer of Porch.com, Inc., sole member of Inspection Support Limited Liability Company
	 	 
	 	GUARDIAN SMALL BUSINESS CONSULTING AND FINANCIAL SERVICES LLC
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name:	Matthew Ehrlichman
	 	Title:	Chief Executive Officer of Porch.com, Inc., sole member of Guardian Small Business Consulting and Financial Services LLC
	 	 
	 	SVZ HOLDING, INC.
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name:	Matthew Ehrlichman
	 	Title:	Chief Executive Officer
	 	 	 
	 	HIRE A HELPER LLC
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name:	Matthew Ehrlichman
	 	Title:	Chief Executive Officer of Porch.com, Inc., sole member of Hire A Helper LLC
	 	 
	 	HIREAHELPER CORPORATE RELOCATION, LLC
	 	 
	 	By	/s/ Ryan Charles
	 	Name:	 Ryan Charles
	 	Title:	Manager
	 	 	 
	 	ELITE INSURANCE GROUP, INC.
	 	 
	 	By	/s/ Matthew Ehrlichman
	 	Name:	Matthew Ehrlichman
	 	Title:	Chief Executive Officer


 




     


     


    

 


	 	AGENT:
	 	 
	 	RUNWAY GROWTH CREDIT FUND INC.
	 	 
	 	By	 /s/ Thomas Raterman
	 	Name: 	Thomas Raterman
	 	Title:	Chief Financial Officer
	 	 
	 	LENDERS:
	 	 
	 	RUNWAY GROWTH CREDIT FUND INC.
	 	 
	 	By	/s/ Thomas Raterman
	 	Name:	Thomas Raterman
	 	Title:	Chief Financial Officer
	 	 
	 	ORIX GROWTH CAPITAL, LLC
	 	 
	 	By	/s/ Mark Campbell
	 	Name:	Mark Campbell
	 	Title:	Authorized Signatory
	 	 
	 	MIDCAP FINANCIAL TRUST
	 	 
	 	By:	Apollo Capital Management, L.P.,
	 	 	its Investment Manager
	 	 
	 	By:	Apollo Capital Management GP, LLC,
	 	 	its General Partner
	 	 
	 	By	 /s/ Maurice Amsellem
	 	Name:	Maurice Amsellem
	 	Title:	Authorized Signatory