Item 1.01 Entry into a Material Definitive Agreement.

On May 19, 2022 ("Exemption Agreement Effective Date"), AutoWeb, Inc., a Delaware corporation ("AutoWeb" or "Company"), entered into an Amended and Restated Tax Benefit Preservation Plan Exemption Agreement ("Amended and Restated Exemption Agreement") with Global Value Investment Corp., a Delaware corporation ("Initial Requesting Person").

Tax Benefit Preservation Plan

As previously reported, effective as of May 26, 2010, the Company adopted a Tax Benefit Preservation Plan, which plan was amended by Amendment No. 1 to Tax Benefit Preservation Plan dated as of April 14, 2014, Amendment No. 2 to Tax Benefit Preservation Plan dated April 13, 2017, and Amendment No. 3 dated as of March 31, 2020, and the number of rights thereunder adjusted by that Certificate of Adjustment dated as of July 12, 2012 (the original plan, as amended and adjusted, is collectively referred to herein as the "Plan"). The Board of Directors of the Company ("Board") adopted the Plan to protect stockholder value by preserving important tax assets. The Company has generated substantial net operating loss carryovers and other tax attributes for United States federal income tax purposes ("Tax Benefits") that can generally be used to offset future taxable income and therefore reduce federal income tax obligations. However, the Company's ability to use the Tax Benefits will be adversely affected if there is an "ownership change" of the Company as defined under Section 382 of the Internal Revenue Code ("Section 382"). In general, an ownership change will occur if the Company's "5% shareholders" (as defined under Section 382) collectively increase their ownership in the Company by more than 50% over a rolling three-year period.

The Plan was adopted to reduce the likelihood that the Company's use of its Tax Benefits could be substantially limited under Section 382. The Plan is intended to deter any "Person" (as defined in the Plan) from becoming an "Acquiring Person" (as defined in the Plan) and thereby jeopardizing the Company's Tax Benefits. In general, an Acquiring Person is any Person, itself or together with all "Affiliates" (as defined in the Plan) of such Person, that becomes the "Beneficial Owner" (as defined in the Plan) of 4.9% or more of the Company's outstanding "Common Stock" (as defined in the Plan). Under the Plan, the Board may, in its sole discretion, exempt any person from being deemed an Acquiring Person for purposes of the Plan if the Board determines that such person's ownership of Common Stock will not be likely to directly or indirectly limit the availability of the Company's Tax Benefits or is otherwise in the best interests of the Company ("Plan Exemption"). The Board does not have any obligation, implied or otherwise, to grant any Plan Exemptions.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Tax Benefit Preservation Plan dated as of May 26, 2010, by and between Company and Computershare Trust Company, N.A., as rights agent, together with the following exhibits thereto: Exhibit A - Form of Right Certificate; and Exhibit B - Summary of Rights to Purchase Shares of Preferred Stock of Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 2, 2010 (SEC File No. 000-22239); Amendment No. 1 to Tax Benefit Preservation Plan dated as of April 14, 2014, between Company and Computershare Trust Company, N.A., as rights agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File No. 001-34761); Amendment No. 2 to Tax Benefit Preservation Plan dated as of April 13, 2017, between Company and Computershare Trust Company, N.A., as rights agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 14, 2017 (SEC File No. 001-34761); Amendment No. 3 to Tax Benefit Preservation Plan dated as of March 31, 2020, between Company and Computershare Trust Company, N.A., as rights agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2020 (SEC File No. 001-34761); Certificate of Adjustment Under Section 11(m) of the Tax Benefit Preservation Plan, incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2012 filed with the SEC on November 8, 2012 (SEC File No. 001-34761).

Summary Description of the Amended and Restated Exemption Agreement

As previously reported, on May 12, 2021 ("Original Exemption Agreement Effective Date"), the Initial Requesting Person and the Company entered into a Tax Benefit Preservation Plan Exemption Agreement, pursuant to which the Initial Requesting Person was granted an exemption under the Plan to acquire up to 875,281 shares of Common Stock, representing approximately six and one-half percent (6.5%) of the Company's 13,465,871 shares of Common Stock outstanding as of the Original Exemption Agreement Effective Date.

The Initial Requesting Person has informed the Company that as of Exemption Agreement Effective Date, the Requesting Person, together with all of its Affiliates and Associates, beneficially owned 870,211 shares of Common Stock, or approximately 6.2% of the Company's outstanding Common Stock, as of that date ("Current Beneficially Owned Shares"). The Initial Requesting Person also informed the Company that if permitted to do so under the Plan, the Initial Requesting Person would be interested in acquiring Additional Beneficially Owned Shares (as defined below) of Common Stock in excess of the Current Beneficially Owned Shares. The Initial Requesting Person requested that the Board consider exercising its discretionary authority under the Plan to deem the Initial Requesting Person and its Affiliates not to be an Acquiring Person and to grant a Plan Exemption for the Initial Requesting Person and its Affiliates to acquire Beneficial Ownership of Additional Beneficially Owned Shares of Common Stock in excess of the Current Beneficially Owned Shares.

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The Board considered the Initial Requesting Person's request and granted a Plan Exemption to acquire shares of Common Stock in excess of the Current Beneficially Owned Shares provided that the aggregate number of shares of Common Stock Beneficially Owned by the Requesting Person, any other Requesting Persons (as defined below) that may become a party to the Amended and Restated Exemption Agreement in accordance with the terms thereof and their respective Affiliates and Associates does not collectively exceed 1,124,091 shares of Common Stock, representing approximately 8.0% of the Company's outstanding shares of Common Stock as of the Exemption Agreement Effective Date, subject to and in reliance upon the Requesting Person and any other such Requesting Persons entering into and remaining in compliance with the terms and conditions set forth in the Amended and Restated Exemption Agreement.

Under the Amended and Restated Exemption Agreement, the Requesting Person, any other persons that may become a party to the Amended and Restated Exemption Agreement pursuant to the terms thereof, and their respective Affiliates (collectively, "Requesting Persons") agreed that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, the Requesting Persons shall (i) appear at the meeting or otherwise cause any and all of the portion of Shares (as defined in the Amended and Restated Exemption Agreement) that exceeds the number of shares of Common Stock that equals (a) the number of shares of Common Stock that equals 4.9% of the shares of Common Stock outstanding as of the Original Exemption Agreement Effective Date minus (b) one (1) share of Common Stock ("Exemption Shares") to be counted as present thereat for purposes of establishing a quorum; (ii) vote (or cause to be voted) any and all Exemption Shares the same proportion (for or against) as the shares actually voted for or against such matters by the stockholders of the Company, other than the Requesting Persons and their respective Affiliates; and (iii) granted representatives of the Company an irrevocable proxy ("Irrevocable Proxy") to vote the Exemption Shares in accordance with the foregoing instructions. The Requesting Persons further agreed not to enter into any proxy, agreement or understanding with any person or entity the effect of which would be materially inconsistent with or violative of any provision contained herein.

In addition to the foregoing voting agreement and proxies, the Requesting Persons agreed that they will not, in any manner, directly or indirectly, (except: (i) pursuant to a negotiated transaction approved by the Board; or (ii) as may otherwise be approved by the Board):



  ? make, effect, initiate, cause or participate in (i) any acquisition of
    Beneficial Ownership of any securities of the Company or any securities of any
    Subsidiary (as defined in the Plan) or other Affiliate or Associate (as
    defined in the Plan) of the Company (except as such transfers between
    Requesting Persons in compliance with Section 2.2 of the Amended and Restated
    Exemption Agreement), (ii) any Company Acquisition Transaction (as defined in
    the Amended and Restated Exemption Agreement), or (iii) any "solicitation" of
    "proxies" (as those terms are defined in Rule 14a-1 of the General Rules and
    Regulations under the Securities Exchange Act of 1934, as amended) or consents
    with respect to any securities of the Company, or take any action which might
    force the Company to make a public announcement regarding any of these types
    of matters;



  ? nominate or seek to nominate any person to the Board or otherwise act, alone
    or in concert with others, to seek to control or influence the management,
    Board or policies of the Company; provided that a Requesting Person may seek
    privately with the Board or the Company's Chief Executive Officer to influence
    the decisions made by the existing management or Board in a manner (1) that is
    not disclosed publicly and (2) would not force the Company to make a public
    announcement regarding such attempts to influence the decisions of existing
    Company management or the Board;



  ? request or propose that the Company (or its directors, officers, employees or
    agents), directly or indirectly, amend or waive any provision of these
    standstill provisions of the Amended and Restated Exemption Agreement unless
    such request or proposal is made privately to the Board in a manner (1) that
    is not disclosed publicly and (2) that would not force the Company to make a
    public announcement regarding such request or proposal;



  ? agree or offer to take, or encourage or propose (publicly or otherwise) the
    taking of, any action referred to in these standstill provisions of the
    Amended and Restated Exemption Agreement;



  ? assist, induce or encourage any other Person to take any action referred to in
    these standstill provisions of the Amended and Restated Exemption Agreement;
    or



  ? enter into any discussions or arrangements with any third party with respect
    to the taking of any action referred to in these standstill provisions of the
    Amended and Restated Exemption Agreement.

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The Amended and Restated Exemption Agreement allows the Requesting Persons as a group to acquire Beneficial Ownership of additional shares of Common Stock ("Additional Beneficially Owned Shares") as long as (i) the collective Beneficial Ownership of the Requesting Persons and their respective Affiliates and Associates does not exceed 1,124,091 shares of Common Stock (which number of shares represents approximately 8.0% of the Company's outstanding Common Stock as of the Exemption Agreement Effective Date); (ii) the Requesting Persons are in compliance with all of the provisions of the Amended and Restated Exemption Agreement as of the acquisition date of any Additional Beneficially Owned Shares; (iii) the representations and warranties of the Requesting Persons in the Amended and Restated Exemption Agreement shall be true, accurate and complete as if made as of the date of any such acquisition of Additional Beneficially Owned Shares; (iv) the acquisition of Additional Beneficially Owned Shares would not result in any Person who is not a Requesting Person or any Affiliate or Associate of a Requesting Person, individually or collectively, constituting a 5% shareholder under Section 382; and (v) the acquisition of the Additional Beneficially Owned Shares is completed within 90 days of the Exemption Agreement Effective Date.

The Amended and Restated Exemption Agreement will remain in effect until the earliest to occur of the following (as a result of which the Amended and Restated Exemption Agreement shall immediately terminate) (i) at any time by written consent of each of the Requesting Persons and the Company; (ii) automatically upon the termination of the Plan whether by the Board or upon its own terms, unless a substitute or successor tax benefit preservation or other stockholder rights plan is implemented, in which case the Amended and Restated Exemption Agreement shall not terminate; (iii) automatically without any further action by the parties hereto, at such time as the Requesting Persons (together with their respective Affiliates and Associates) collectively Beneficially Own less than 4.9% of the Company's then outstanding shares of Common Stock.

The foregoing description of the Amended and Restated Exemption Agreement and Irrevocable Proxy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Exemption Agreement and the Irrevocable Proxy, which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





  d. Exhibits



        10.1   Amended and Restated Tax Benefit Preservation Plan Exemption
               Agreement, effective as of May 19, 2022, by and between AutoWeb,
               Inc. and Global Value Investment Corp.


        10.2   Irrevocable Proxy dated as of May 19, 2022 by Global Value
               Investment Corp.
      104      Cover Page Interactive Data Filed (embedded within the Inline XBRL
               document)

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