Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated May 31, 2023, among Credova SPV I, LLC, PFM Credit Recovery Fund I, LLC and OHPC LP

Exhibit 10.23

AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY

AGREEMENT

THIS AMENDMENT NUMBER 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment No.4”), dated as of May 31, 2023 is entered into by and among CREDOVA SPV I, LLC, a Delaware limited liability company (the “Borrower”) and PFM CREDIT RECOVERY FUND I, LLC, a Delaware limited liability company and OHPC LP, a Delaware limited partnership (together, the “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Loan Agreement (as defined below). The Borrower and Lender (sometimes singularly referred to as a “Party” and collectively referred to as “Parties”) agree as follows:

RECITALS

WHEREAS, the Borrower and Lender are parties to that certain Amended and Restated Loan and Security Agreement, dated as of November 11, 2021 and amended by Amendment No.1 dated January 3, 2022, by Amendment No.2 dated April 18, 2022, and by Amendment No.3 dated July 22, 2022 (as amended, the “Loan Agreement”);

WHEREAS, upon the request of the Borrower, the Borrower and Lender have agreed, subject to the terms and conditions set forth herein, to amend the Loan Agreement as set forth below.

NOW THEREFORE, for good and valuable consideration, the Parties agree as follows:

The definition of “Borrowing Base” is hereby deleted in its entirety and is replaced with the following:

“Borrowing Base” means, as of any date of determination, an amount equal to the lesser of (i) the difference between (a) the Unpaid Principal Balance of the Eligible Receivables and (b) $500,000, and (ii) an amount equal to the sum of (a) ninety-three percent (93%) of the aggregate Adjusted Unpaid Principal Balance of Eligible RISC Receivables (other than Prime RISC Receivables) that are less than thirty-one (31) days past due and that were pledged to the Facility on or after April 16, 2023, (b) one hundred percent (100%) of the aggregate Adjusted Unpaid Principal Balance of Eligible RISC Receivables (other than Prime RISC Receivables) that are less than thirty-one (31) days past due and that were pledged to the Facility before April 16, 2023, (c) ninety percent (90%) of the aggregate Adjusted Unpaid Principal Balance of Eligible Prime RISC Receivables that are less than thirty-one (31) days past due, (d) the lesser of (x) eighty-nine percent (89%) of the aggregate Adjusted Unpaid Principal Balance of Eligible CL Receivables that are less than thirty-one (31) days past due and (y) the difference between the Unpaid Principal Balance of the Eligible CL Receivables that are less than sixty-one (61) days past due and $500,000, (e) sixty percent (60%) of the aggregate Adjusted Unpaid Principal Balance of Eligible BNPL Receivables that are less than thirty-one (31) days past due, and (f) thirty-seven and one-half percent (37.50%) of the aggregate Adjusted Unpaid Principal Balance of Eligible Receivables that are more than thirty (30) days, but no more than sixty (60) days, past due. No Write-Off, Liquidated Receivable or Receivable that is more than sixty (60) days past due shall be included as an “Eligible Receivable” for purposes of calculating the Borrowing Base. The resulting amount calculated in item (b) above shall be further gradually reduced by application of 10% of amounts that would have otherwise been released to the Borrower under item eighth of section 4.3. of the Loan Agreement. This reallocation will continue until the effective advance rate for the Receivables that fall into the (b) category above matches the percentage under item (a) above.

The definition of “Maximum Credit” is hereby deleted in its entirety and is replaced with the following:

“Maximum Credit” means $10,000,000.

The Minimum Interest Payment schedule referenced in part (a) of Section 2.3. is hereby amended as follows:

On the Remittance Date in July 2023 and for each third (3rd) Remittance Date thereafter, $375,000.

Item (E) in the Portfolio Concentration Limits subsection is hereby deleted in its entirety and is replaced with the following:

(E) more than sixteen percent (16%) of the aggregate Unpaid Principal Balances of the Eligible Receivables to be sourced from a single retail seller during any one month.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.4 to be duly executed by their respective authorized officers as of the day and year first above written.

Signature page to Amendment No. 4

3