Amendment 22 to Agreement for Inventory Financing

    This Amendment No. 22 ("Amendment") to the Agreement for Inventory Financing is made as of December ______, 2021 by and among Peridot Financing Solutions, a Delaware limited liability company ("Peridot"), Business Supplies Distributors Holdings, LLC, a limited liability company duly organized under the laws of the state of Delaware (“Holdings”), Supplies Distributors, Inc., a corporation duly organized under the laws of the state of Delaware ("Borrower"), Priority Fulfillment Services, Inc., a corporation duly organized under the laws of the state of Delaware (“PFS”) and PFSweb, Inc., a corporation duly organized under the laws of the state of Delaware (“PFSweb”) (Borrower, Holdings, PFS, PFSweb, and any other entity that executes this Agreement or any Other Document, including without limitation all Guarantors, are each individually referred to as a “Loan Party” and collectively referred to as “Loan Parties”).

    A.    Each Loan Party and Peridot have entered into that certain Agreement for Inventory Financing that was assigned and novated to Peridot as of August 31, 2021 (as amended, modified, restated or supplemented from time to time, the "Agreement"); and

    

    B.    The parties have agreed to modify the Agreement as more specifically set forth below, upon and subject to the terms and conditions set forth herein.

    NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, the other Loan Parties and Peridothereby agree as follows:

Section 1. Definitions.     All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement.

A.    Attachment A to the agreement is hereby amended by deleting such attachment A in its entirety and substituting, in lieu thereof, the attachment A attached hereto. Such new Attachment A shall be effective as the date specified in the new Attachment A. The changes contained in the new Attachment A include, without limitation, the following:

(i)Section II: Fees, Rates and Repayment Terms, subsection (A) is amended and restated in its entirety to read as follows:    

    

(A) Credit line: Five Million Five Hundred Thousand Dollars ($5,500,000.00)

(ii)Section II: Fees, Rates and Repayment Terms, subsection (A) is amended and restated in its entirety to read as follows:    

(A) Collateral Insurance Amount: Five Million and Five Hundred Thousand Dollars. ($5,500,000)

Section 3. Conditions of Effectiveness and Amendment. This Amendment shall become effective upon the receipt of Peridot of this Amendment which shall have been authorized, executed and delivered by each of the parties hereto and Peridot shall have received a copy of a fully executed Amendment.

Section 3.2 Accuracy and Completeness of Warranties and Representations. All representations made by the Loan Party in the Agreement were true and accurate and complete in every respect as of the date made, and, as amended by this Amendment, all representations made by the Loan Party in the Agreement are true, accurate and complete in every material respect as of the date hereof, and do not fail to disclose any material fact necessary to make representations not misleading.

Section 3.3 Violation of Other Agreements and Consent. The execution and delivery of this Amendment and the performance and observance of the covenants to be performed and observed

hereunder (a) do not violate or cause any Loan Party not to be in compliance with the terms of any agreement to which such Loan Party is a party, and (b) require the consent of any Person.

Section 3.4 Litigation. Except as has been disclosed by the Loan Parties to Peridot in writing, there is no litigation, proceeding, investigation or labor dispute pending or threatened against any Loan Party, which, if adversely determined, would materially adversely affect the Loan Party's ability to perform such Loan Party's obligations under the Agreement and the other documents, instruments and agreements executed in connection therewith or pursuant hereto.

Section 3.5 Enforceability of Amendment. This Amendment has been duly authorized, executed and delivered by each Loan Party and is enforceable against each Loan Party in accordance with its terms.

Section 4. Ratification of Agreement. Except as specifically amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect. Each Loan Party hereby ratifies, confirms and agrees that the Agreement, as amended hereby, represents a valid and enforceable obligation of such Loan Party, and is not subject to any claims, offsets or defenses.

Section 5. Ratification of Guaranty and Notes Payable Subordination Agreement. Each of Holdings, PFSweb and PFS hereby ratify and confirm their respective guaranties in favor of Peridot and agree that such guaranties remain in full force and effect and that the term “Liabilities”, as used therein include, without limitation the indebtedness liabilities and obligations of the Borrower under the Agreement as amended hereby.

Section 6. Governing Law. This Amendment shall be governed by and interpreted in accordance with the laws which govern the Agreement.

Section 7.    Counterparts and Electronic Copies. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement. Customer acknowledges that Peridot may maintain a copy of this Amendment in electronic form and agrees that a copy reproduced from such electronic form or any other reliable means (for example, photocopy, image or facsimile) shall in all respects be considered equivalent to an original.