Exhibit
10.1


 


SECOND
AMENDMENT TO


LOAN
AND SECURITY AGREEMENT


 


This
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 13, 2021 among
PORCH.COM, INC., a Delaware corporation (“Borrower Representative”), the other borrowers party hereto
(together with any other borrower from time to time party to the Loan Agreement (as defined below), collectively, “Borrowers”,
and each, a “Borrower”), the guarantors party hereto, (collectively, “Guarantors”, and each,
a “Guarantor”), the lenders party hereto (collectively, “Lenders”, and each, a “Lender”),
and RUNWAY GROWTH CREDIT FUND INC., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).


 


RECITALS


 


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


 


B. Agent,
Required Lenders and Borrowers have mutually agreed to amend certain terms of the Loan Agreement, subject to the terms and conditions
set forth herein.


 


AGREEMENT


 


The
parties hereto hereby agree as follows:


 


1.
AMENDMENTS




 


1.1
Subsections (a) and (b) of Section 2.2 of the Loan Agreement are each hereby amended and restated in its entirety
to read as follows:







 


2.2
Availability and Repayment of the Loans.




 


(a)
Availability.




 


(i) Closing
Date Loans. Subject to the terms and conditions of this Agreement, each Lender party hereto on the Closing Date made EAGLE
Loans on the Closing Date in principal amount equal to its EAGLE Loan Commitment available as of the Closing Date. The proceeds
of the EAGLE Loans made on the Closing Date were applied in part to repay existing outstanding Indebtedness of Borrower Representative
owing to ORIX Growth Capital LLC and MidCap Financial Trust.


 


(ii) Supplemental
Loans. Subject to the terms and conditions of this Agreement, from time to time prior to the Amortization Date, each Lender
having a Supplemental EAGLE Loan Commitment agrees, severally and not jointly, to make to Borrowers one or more Supplemental EAGLE
Loans, following the Second Amendment Effective Date in principal amount up to its Commitment with respect to Supplemental EAGLE
Loans, provided that each Supplemental EAGLE Loan requested shall be not less than $2,000,000. Lenders’ commitments to make
the Supplemental EAGLE Loans shall terminate upon the earlier of (A) the funding in full of the Supplemental EAGLE Loan Commitments
or (B) the Amortization Date. Borrowers shall use the proceeds of the Supplemental EAGLE Loans for working capital and general
corporate purposes.


 


(iii)
Once repaid, the EAGLE Loans may not be reborrowed.






 






    


     


    

 


(b) 
Repayment. Commencing on the Amortization Date, and continuing thereafter on each Payment Date, Borrowers shall make consecutive
monthly payments of equal principal, which would fully amortize the principal amount of the EAGLE Loans by the Maturity Date,
plus accrued and unpaid interest (including, without limitation, any Deferred Interest Amount). Any and all unpaid Obligations,
including principal and accrued and unpaid interest in respect of the EAGLE Loans (including any Deferred Interest Amount), the
Final Payment, other fees and other sums, if any, shall be due and payable in full on the Maturity Date. The EAGLE Loans may only
be prepaid in accordance with Sections 2.2(c) or (d).


 


1.2 Section
2.4 of the Loan Agreement is hereby amended to add a new clause (d) immediately after existing clause (c),
and renumber subsequent clauses accordingly, to read as follows:


 


(d)
Supplemental Commitment Unused Fee. An unused fee in an amount equal to 0.25% per annum of the daily average unused portion
of the Supplemental EAGLE Loan Commitment for the immediately preceding calendar quarter, as determined by Agent, payable quarterly
in arrears, determined on the basis of a 360 day year.


 


1.3 Section
6 and Section 7 are each hereby amended by adding the following at the end of the initial sentence of such
Sections: “(except as set forth on Schedule 5 in relation to HOA)”.


 


1.4
Section 6.10 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:




 


6.10
Financial Covenant. Achieve Revenue for each calendar quarter in an amount not less than 70% of Revenue set forth in the Projections
for such calendar quarter, provided that as long as HOA Parties are not required to be Loan Parties in accordance with Schedule
5, both Revenue and projected Revenue shall exclude Revenue or projected Revenue achieved by HOA Parties.


 


1.5
Section 6.15 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:




 


6.15 [Reserved.]


 


1.6 
Exhibit A to the Loan Agreement is hereby amended by amending and restating, or, as applicable, adding in appropriate
alphabetical order, the following defined terms as set forth below:


 


“Amortization
Date” means January 15, 2024.


 


“Applicable
Margin” means, (i) if the Reference Rate is the LIBO Rate, 8.00%, and (ii) if the Reference Rate is the Prime Rate,
5.50%.


 


“Deferred
Interest Rate” means through and including the Second Amendment Effective Date, an annual rate of 2.0%, and thereafter,
0.00%.


 


“EAGLE
Loan” means each advance pursuant to the EAGLE Loan Facility as set forth in Section 2.2(a), including any Supplemental
EAGLE Loan.


 


“EAGLE
Loan Commitment” means, as to any Lender, the aggregate principal amount of EAGLE Loans committed to be made by such
Lender, as set forth on Schedule 2 hereto on the terms and conditions set forth in Section 2.2(a).


 


“Final
Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued
interest) equal to (i) in case of a prepayment in full at Borrower’s election or any mandatory prepayment, $1,995.000, less
any portion of the Final Payment previously paid in connection with a partial permitted prepayment (including the partial prepayment
on or about December 23, 2020), and (ii) in case of a partial permitted prepayment, an amount equal to 3.5% of the original principal
amount prepaid.


 






    2


     


    

 


“Loan
Request” means a loan request in the form attached hereto as Exhibit H


 


“Maturity
Date” means December 15, 2024


 


“Permitted Acquisition” means,


 


(a)
any Acquisition as to which Agent has granted prior written consent,




 


(b) the
Acquisition described in Schedule 5, subject to the conditions set forth thereon, or


 


(c) if
after giving pro forma effect to all cash payments required to be made by any Loan Party or Subsidiary in connection with such
Acquisition, including deferred or contingent purchase price consideration valued in accordance with GAAP, Borrowers will have
Unrestricted Cash in an amount not less than the then outstanding Loans, and Borrower Representative shall have delivered evidence
thereof in form satisfactory to Agent, any Acquisition, subject to the following conditions:


 


(i) no
Event of Default shall have occurred and be continuing or shall result from such Acquisition;


 


(ii) both
immediately before and after giving effect to such Acquisition, each of the representations and warranties shall be true and correct
in all material respects (except as already subject to materiality qualifier) on the date of such proposed Acquisition or, if
such representation or warranty relates to an earlier date, as of such earlier date;


 


(iii) Other
than with respect to the Borrower Representative’s acquisition of Datamentors, LLC (the “Datamentors Acquisition”),
Borrower Representative shall have delivered to Agent (A) not less than five days (or such shorter period of time agreed to by
Agent) prior to consummating such Acquisition, or if earlier, five days after entering into binding definitive transaction documents
pursuant to which Parent, Borrower Representative or any Subsidiary is committed to consummating an Acquisition subject only to
satisfaction of closing conditions (provided further, that in case of the Datamentors Acquisition, such delivery may be made five
days after consummating such Acquisition), written notice of such Acquisition, together with a summary of material terms, and
copies of all material documents relating to such Acquisition (including the acquisition agreement and any related material document,
which may be in the form of drafts with updated copies provided as available), all material due diligence information prepared
in connection with such Acquisition, the terms of any earn-out payments, and historical financial information (including income
statements, balance sheets and cash flows) covering at least two (2) complete fiscal years of the Person or assets target of the
Acquisition, to the extent available, and (B) promptly following the Closing, a copy of the executed material transaction documents
(including schedules and exhibits) entered into in connection with such Acquisition;


 


(iv) in
case of an Acquisition in the form of a merger or purchase of Equity Interests, any Person that is the target of an Acquisition
shall (A) become a wholly-owned (excluding management rollover or incentive equity interests or options to acquire Equity Interests
of such Loan Party to the extent not constituting voting Equity Interests) Domestic Subsidiary of a Borrower and shall enter into
a joinder or guaranty in accordance with Section 6.11, or (B) merge into a Borrower, provided that in any Acquisition involving
Parent, Parent shall be the surviving entity;


 






    3


     


    

 


(d) if
after giving pro forma effect to all cash payments required to be made by any Loan Party or Subsidiary in connection with such
Acquisition, including deferred or contingent purchase price consideration valued in accordance with GAAP, Borrowers will not have
Unrestricted Cash in an amount equal to then outstanding Loans, any Acquisition that meets the conditions set forth in subsections
(c)(i) through (iv) above, plus the following additional conditions::


 


(i) such
Acquisition is of a Person engaged in a line of business which is the same as, reasonably related to, or incidental to, the business
engaged by Borrowers and their Subsidiaries as of the Closing Date;


 


(ii) such
Acquisition shall be of a Person, organized and domiciled in, or assets (other than a de minimis amount of assets in relation
to the assets being acquired), located in, the United States;


 


(iii) the
aggregate Acquisition consideration (including, without limitation, earn-outs, which shall be valued in accordance with GAAP as
of the closing date of such acquisition) for all Acquisitions during any fiscal year does not exceed $2,000,000 per fiscal year;


 


(iv) Borrower
Representative shall have delivered to Agent not less than ten days (or such shorter period of time agreed to by Agent) prior
to the effectiveness of such Acquisition, updated projections giving pro forma effect to the Acquisition, prior to the effective
date of the Acquisition, together with calculations setting forth compliance for the then-next consecutive twelve month period
with the financial covenants set forth in Section 6.10, tested as of the last day of each month during such period;


 


(v) the
target entity or assets involved in such Acquisition, shall have achieved or contributed to, as applicable, EBITDA of at least
$1.00 for the most recent twelve month period then ended; and


 


(vi) such
Acquisition shall not materially and adversely affect the prospect of repayment of the Obligations when due or impair Agent’s
rights and remedies with respect to the Collateral and otherwise pursuant to the Loan Documents.


 


“PPP
Loan” means Indebtedness in aggregate original principal amount not to exceed $9,000,000 pursuant to the Paycheck Protection
Program of the Coronavirus Aid, Relief and Economic Security Act, deemed “restricted cash” for purposes of this Agreement.


 


“Second
Amendment Effective Date” means January 13, 2021.


 


“Supplemental
EAGLE Loan” means any advance made pursuant to Section 2.2(a)(ii).


 


“Supplemental
EAGLE Loan Commitment” means, as to any Lender, the additional aggregate principal amount of EAGLE Loans committed to
be made by such Lender following the Second Amendment Effective Date, as set forth on Schedule 2 hereto on the terms and
conditions set forth in Section 2.2(a).


 


1.7 Exhibit
A is hereby amended to add to the end of the initial sentence therein, the following:” (provided that, additional
defined terms are set forth on Schedule 5, related to HOA)”


 




    4


     


    

 


1.8 
Exhibit A is hereby amended to delete the following defined terms: “Liquidity Threshold”, and “Performance
Milestone”.


 


1.9
Exhibit C to the Loan Agreement is hereby amended and restated as set forth in Exhibit C hereto.




 


1.10
A new Exhibit H is hereby added to the Loan Agreement in the form set forth in Exhibit H hereto.




 


1.11
Schedule 2 to the Loan Agreement is hereby amended and restated as set forth in Schedule 2 hereto.




 


1.12
A new Schedule 5 is hereby added to the Loan Agreement to read as set forth on Schedule 5 hereto.




 


2.
REPRESENTATIONS AND WARRANTIES




 


2.1
Each Loan Party represents and warrants as follows:




 


(a) the
representations and warranties contained in the Loan Agreement are true and correct in all material respects as of the date of
this Amendment, and, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing;


 


(b) each
Loan Party has the power and authority to execute and deliver this Amendment and perform its obligations under the Loan Agreement,
as modified by this Amendment;


 


(c) the
execution and delivery by each Borrower of this Amendment, and the performance by each Loan Party of its obligations under the
Loan Agreement, as modified by this Amendment, have been duly authorized by all requisite action;


 


(d) the
execution and delivery by each Loan Party of this Amendment and the performance by each Borrower of its obligations under the
Agreement, as modified by this Amendment, do not and will not contravene (a) any material Requirement of Law, (b) any
material contractual restriction in any material agreement with a Person binding on such Loan Party, (c) any order, judgment
or decree of any Governmental Authority binding on such Borrower, or (d) the Operating Documents of such Loan Party, and do
not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with,
or exemption by any Governmental Authority, except as already has been obtained or made; and


 


(e)
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.


 


3.
CONDITIONS TO EFFECTIVENESS




 


The
effectiveness of this Amendment is subject to the following conditions precedent:


 


3.1
Agent shall have received this Amendment, duly executed by the Loan Parties.




 


3.2 Borrowers
shall have paid any Lender Expenses due and payable as of the date hereof, which Borrowers hereby authorize may be debited by
Agent, in accordance with Section 2.5 of the Loan Agreement.


 


4.
AFFIRMATION OF GUARANTY




 


Each
Guarantor hereby acknowledges the terms of this Amendment and agrees that the Guaranty shall continue in full force and effect
and shall not be impaired by the execution of this Amendment.


 






    5


     


    

 





5.
POST-CLOSING OBLIGATIONS




 


As
soon as possible, but in no event later than five (5) days from the Second Amendment Effective Date, Borrower shall deliver to
Agent, for each Borrower, a certificate of such Borrower, duly executed by a Responsible Officer of such Borrower, certifying
and attaching (if applicable): (i) the Operating Documents of such Borrower (or certifying that the Operating Documents delivered
as of the Closing Date remain in effect), (ii) resolutions duly approved by the Board of such Borrower with respect to this Amendment,
(iii) any resolutions, consent or waiver duly approved by the requisite holders of such Borrower’s Equity Interests, if
applicable with respect to this Amendment, and (iv) a schedule of incumbency.


 


6.
GENERAL PROVISIONS




 


6.1 Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Loan Agreement. The Loan Agreement
and this Amendment shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified
and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment
shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Agent or Lenders under the Loan Agreement,
as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of the Loan Documents
entered into in connection with the Loan Agreement, and that the security interest as granted pursuant to the Loan Agreement continues
from the Closing Date.


 


6.2 This
Amendment and the Loan Documents represent the entire agreement with respect to 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.


 


6.3 This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument.


 


6.4 This
Amendment shall constitute a Loan Document. Accordingly, the provisions of Section 11 of the Loan Agreement shall likewise
apply to this Amendment.


  






    6


     


    

 


[SIGNATURE
PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Second Amendment Effective Date.


 


	BORROWER:	 
	 	 	 
	PORCH.COM,
    INC.	 
	 	 	 
	By:	/s/
    Matthew Ehrlichman	 
	Name:	Matthew Ehrlichman	 
	Title:	Chief Executive
    Officer	 


 


	GUARANTORS:	 
	 	 	 
	PORCH
    GROUP, INC.	 
	 	 	 
	By:	/s/
    Matthew Ehrlichman	 
	Name:	Matthew Ehrlichman	 
	Title:	Chief Executive
    Officer	 


 


	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	 





  






    


     


    

 


[SIGNATURE
PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]


 


	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	 





 






    


     


    

 


[SIGNATURE
PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]


 


	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	 





 






    


     


    

 


EXHIBIT
C


 


COMPLIANCE
CERTIFICATE


 


	TO:	RUNWAY GROWTH
    CREDIT FUND INC.	Date:	 


FROM:
PORCH.COM, INC.


 


Reference
is made to that certain Loan and Security Agreement, dated July 22, 2020 (as amended, restated, supplemented or otherwise modified,
from time to time, the “Agreement”), among PORCH.COM, INC., a Delaware corporation (“Borrower
Representative”), and each other Person party thereto as a Loan Party from time to time (collectively, “Borrowers”,
and each, a “Borrower”), the lenders from time to time party thereto (collectively, “Lenders”),
and RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation, as administrative agent and collateral agent for Lenders (in
such capacity “Agent”). Capitalized terms have meanings as defined in the Agreement.


 


The
undersigned authorized officer of Borrower Representative, hereby certifies in accordance with the terms of the Agreement as follows:


 


(1)
Each Borrower is in compliance for the period ending                                            with all covenants set forth in the Agreement; (2) no Event of
Default has occurred and is continuing; and (3) the representations and warranties in the Agreement are true and correct in all
material respects on this date; provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations
and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such
date.


 


The
undersigned certifies that all financial statements delivered herewith are prepared in accordance with GAAP (other than, with
respect to unaudited financials for the absence of footnotes and being subject to normal year-end adjustments), consistently applied
from one period to the next. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the
Agreement.


 


Please
indicate compliance status by circling Yes/No under “Complies” column.


 





	Reporting
    Covenants	 	Required	 	Complies
	Monthly
financial statements and Compliance Certificate
	 	Monthly,
    within 30 days	 	Yes
    No
	Projections	 	Projections:
Annually, within 60 days of fiscal year end
	 	Yes
    No
	Annual audited
    financial statements and any management letters	 	Within 120
    days or if earlier, when required to be filed with the Securities and Exchange Commission)	 	Yes
    No
	Statements,
    reports and notices to stockholders	 	Within 5
    days of delivery	 	Yes
    No
	SEC filings	 	Within 5
    days after filing with SEC	 	Yes
    No
	Legal action
    notices and updates	 	Promptly	 	Yes
    No
	Board materials	 	As and when
    delivered to Board	 	Yes
    No
	Board minutes	 	Promptly
    after Board meetings	 	Yes
    No
	IP report	 	At the end
    of each fiscal quarter	 	Yes
    No
	Federal tax
    return	 	Within 5
    days of when filed	 	Yes
    No
	Bank account
    statements (with transaction detail)	 	On
the last day of each month, or within 3 days of Agent’s request
	 	Yes
    No
	PPP Loan
    use of proceeds / loan forgiveness update	 	Together
with Compliance Certificate (if applicable)
	 	Yes
    No N/A
	HOA
        Permitted Indebtedness related notices,

        reporting
        or amendments
	 	As available	 	Yes
    No N/A


 






    


     


    

 





	Financial
    Covenants	 	Required	 	Actual	 	Complies
	Minimum
    Revenue	 	70%
    of Projections	 	$	 	Yes
    No


 


	Other
    Covenants	 	Required	 	Actual	 	Complies
	Equipment
    financing Indebtedness	 	Not
        to exceed $500,000 outstanding
	 	$	 	Yes
    No
	Repurchases
    of stock from former employees, officers and directors	 	Not
        to exceed

        $500,000
        per fiscal year
	 	$	 	Yes No
	Investments
    in Subsidiaries	 	Not
        to exceed

        $500,000
        per fiscal year
	 	$	 	Yes No
	Deposits
    or pledges for bids, tenders, contracts, leases, surety or appeal bonds	 	Not
        to exceed

        $500,000
        at any time
	 	$	 	Yes No


 


Other
Matters


 





	Has any Borrower changed
    its legal name, jurisdiction of organization or chief executive office? If yes, please complete details below:	 	Yes	 	No
	 	 	 	 	 
	 	 	 	 	 
	Has there been any change of chief executive
    officer? If so, please describe appointment of any interim replacement (required within 30 days) or full-time replacement
    by a candidate with equivalent qualifications:	 	Yes	 	No
	 	 	 	 	 
	 	 	 	 	 
	Have any new Subsidiaries
    been formed? If yes, please provide complete schedule below.	 	Yes	 	No 



 





	Legal
        Name of

        Subsidiary
	 	Jurisdiction
        of

        Organization
	 	Holder
        of

        Subsidiary
        Equity Interests
	 	Equity
        Interests

        Certificated?
        (Y/N)
	 	 Jurisdiction
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


  


	Have
    any new Deposit Accounts or Securities Accounts been opened? If yes, please complete schedule below.	 	Yes	 	No 






 


	 Accountholder	 	Deposit
        Account /

        Intermediary
	 	 Address	 	 Account
    Number	 	Account
        Control

        Agreement
        in place? (Y/N)

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 






    


     


    

 


The
following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 


	 	 
	 	 
	 	 
	BORROWER
    REPRESENTATIVE:	 
	 	 	 
	PORCH.COM,
    INC.
	 	 	 
	By:	 	
	Name:	 	 
	Title:	 	 





 






    


     


    

 


APPENDIX
1


 


FINANCIAL
COVENANT CALCULATIONS


 


 


 


[Attached.]


 




    


     


    

 


EXHIBIT
H


 


LOAN
REQUEST


 


	Runway
    Growth Credit Fund Inc.	Date:	 
	Legal
                                         Reporting


205
N Michigan Ave, Suite 4200


Chicago,
IL 60601


	 	 





Email:
legalreporting@runwaygrowth.com;


runwayagency@alterdomus.com


 


Reference
is made to that certain Loan and Security Agreement, dated July 22, 2020 (as amended, restated, supplemented or otherwise modified,
from time to time, the “Agreement”), among PORCH.COM, INC., a Delaware corporation (“Borrower
Representative”), and each Person party thereto as a borrower or guarantor from time to time, the lenders from time
to time party thereto (collectively, “Lenders”), and RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation,
as administrative agent and collateral agent for Lenders (in such capacity, “Agent”). Capitalized terms have
meanings as defined in the Agreement.


 


Borrower
Representative hereby requests a Supplemental EAGLE Loan in the amount of $[ ] on [ ] (the “Funding Date”)
pursuant to the Agreement, and authorizes Agent to:


 





	 	(a) 	Wire Funds to:
	 	 	 
	 	Bank:	 
	 	Address:	 
	 	 	 
	 	ABA Number:	 
	 	Account Number:	 
	 	Account Holder:	 



 


(b) Deduct
amounts from the foregoing advance to be applied to Lender Expenses and outstanding fees then due as set forth on the attached
Schedule 1.


 


Borrower
Representative represents that each of the conditions precedent to the Loans set forth in the Agreement are satisfied and shall
be satisfied on the Funding Date, including but not limited to: (i) the representations and warranties set forth in the Agreement
and in the other Loan Documents are and shall be true and correct in all material respects on and as of the Funding Date with
the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate
to an earlier date (in which case they remain true and correct in all material respects as of such earlier date); provided,
however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof, (ii) no Default or Event of Default has occurred, and (iii) no
event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing.


 


Borrower
Representative agrees to notify Agent promptly before the Funding Date if any of the matters which have been represented above
shall not be true and correct in all material respects on the Funding Date and if Agent has received no such notice before the
Funding Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct
in all material respects as of the Funding Date.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]





  






    


     


    

 


[SIGNATURE
PAGE TO LOAN REQUEST]


 


This
Loan Request is hereby executed as of the date first written above.


 


	 	BORROWER
    REPRESENTATIVE:
	 	 
	 	PORCH.COM,
    INC.
	 	 
	 	By:	                   
	 	 	 
	 	Name:  	  
	 	 	 
	 	Title:  	 





 






    


     


    

 


SCHEDULE
2 COMMITMENTS


 


	LENDER	 	EAGLE
    LOAN COMMITMENT	 	NOTICE
    INFORMATION
	RUNWAY GROWTH
    CREDIT FUND INC.	 	Closing
        Date EAGLE Loans:

        $40,000,000

        Supplemental
        EAGLE Loans:

        $10,000,000
	 	Runway
        Growth Credit Fund Inc. 205 N Michigan Ave., Suite 4200

        Chicago,
        IL 60601 Attention: Legal Reporting Email:

        legalreporting@runwaygrowth.com;

        runwayagency@alterdomus.com

	TOTAL
    COMMITMENTS	 	$50,000,000	 	 





 






    


     


    

 


SCHEDULE
5


HOA TERMS


 


Notwithstanding
anything to the contrary in the Agreement, from the effectiveness of the HOA Merger and for as long as the HOA Permitted Indebtedness
is outstanding, the following terms shall apply to HOA:


 


1.
Additional Defined terms:




 


“HOA”
means HOMEOWNERS OF AMERICA HOLDING CORPORATION, a Delaware corporation.


 


“HOA
Debt Parties” means any HOA Party that is a borrower or a guarantor under the HOA Permitted Debt.


 


“HOA
Merger” means the merger pursuant to that certain Agreement and Plan of Merger, dated on or around January 13, 2021,
by and among HOA, Parent, Merger Sub and Securityholder Representative.


 


“HOA
Parties” means HOA and its direct and indirect Subsidiaries.


 


“HOA
Permitted Indebtedness” means Indebtedness of the HOA Debt Parties pursuant to that certain Amended and Restated Credit
Agreement, dated as of December 17, 2020, by and among the HOA Debt Parties and Prosperity Bank, a Texas state bank, as the same
may be amended, restated, supplemented or otherwise modified from time to time, subject to the limitations set forth in this Schedule
5.


 


“HOA
Regulated Entities” means any Subsidiary of HOA that is a regulated insurance company.


 


2.
Additional Terms:




 


		a.	Generally.
                                         Except as expressly set forth in this Section 2, the HOA Parties shall be exempt from
                                         the representations and warranties in Section 5 of the Agreement, and the affirmative
                                         and negative covenants set forth in Sections 6 and 7 of the Agreement.



 


		b.	Re
                                         Section 6.2 – Reporting. In addition to reporting and information to be delivered
                                         pursuant to Section 6.2 of this Agreement, Borrower Representative shall deliver or cause
                                         to be delivered, promptly following receipt thereof, a copy of any material notice or
                                         reporting pursuant to, or any amendment, restatement, supplement or other modification
                                         to the HOA Permitted Indebtedness and related loan documents to Agent.



 


		c.	Re
                                         Section 6.11 – Joinder of Subsidiaries. No HOA Party shall be required to become
                                         a Loan Party in accordance with Section 6.11 unless the HOA Permitted Indebtedness is
                                         repaid in full and any commitment with respect thereto is terminated (in which case,
                                         HOA and any of its Subsidiaries that is not an HOA Regulated Entity). Compliance with
                                         Section 6.11(b) of the Agreement shall be determined excluding HOA Parties for the purposes
                                         of calculating consolidated assets and revenue.



 


		d.	Re
                                         Section 7.1 – Dispositions. HOA Parties shall comply with restrictions on Transfers
                                         applicable to the HOA Permitted Indebtedness. Loan Parties shall not make Transfers to
                                         HOA Parties except (i) to the extent permitted by clause (f) of the defined term “Permitted
                                         Transfers” (including any other Transfers made in reliance on such clause (f))
                                         and (ii) for regulatory purposes to the extent required by any applicable insurance regulatory
                                         authority.



 


		e.	Re
                                         Section 7.2 – Changes in Business, Management or Ownership. HOA Parties shall not
                                         engage in any business other than the business of selling, issuing or underwriting insurance
                                         or reinsurance and businesses incidental or reasonably related thereto. HOA shall not
                                         suffer a Change of Control with respect to any HOA Party. HOA Parties shall not suffer
                                         a change in organizational structure except as contemplated by the HOA Merger.



 






    


     


    

 







		f.	Section
                                         7.3 – Mergers or Acquisitions. HOA Parties shall not enter into any Acquisition
                                         following the Second Amendment Effective Date without the prior written approval of Agent.



 


		g.	Section
                                         7.4 – Indebtedness. HOA Parties shall not incur any material borrowed money indebtedness
                                         other than the HOA Permitted Indebtedness.



 


		h.	Section
                                         7.5 – Encumbrances. HOA Parties shall not suffer or permit to exist any Liens other
                                         than Liens constituting “Permitted Liens” under the HOA Permitted Indebtedness.



 


		i.	Section
                                         7.7 – Distributions; Investments. HOA Parties shall make or cause to be made distributions
                                         to Borrower Representative as permitted by the terms of the HOA Permitted Indebtedness.
                                         HOA Parties shall not enter into any amendment to the terms of the HOA Permitted Indebtedness
                                         to make any restriction on dividends or distributions more restrictive than the terms
                                         existing as of the Second Amendment Effective Date, without the prior written consent
                                         of Agent.