Minutes of Special Meeting of Kabbage Board of Directors (June 23, 2020) — In re Kabbage

Source document: Minutes of Special Meeting of Kabbage Board of Directors (June 23, 2020) — In re Kabbage Directors (June 23, 2020); document type: congressional-materials.

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EXHIBIT 1
Case 22-10951-CTG    Doc 577-1    Filed 02/24/23    Page 1 of 3

Kabbage Board 6-23-20

MINUTES OF A SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
KABBAGE, INC.

June 23, 2020

A special meeting (“Meeting”) of the Board of Directors (the “Board”) of Kabbage, Inc. (the
“Company”) was held on June 23, 2020 at approximately 2:45 p.m., Eastern Time via conference. Notice
of the Meeting was duly given with Board members Rob Frohwein, Chairman and CEO, Don Butler,
Jonathan Ebinger, Alex Chulack, Laurie Hodrick, Bryan Stolle and Ioannis (Yanni) Pipilis, constituting a
quorum. Also, in attendance at the invitation of the Board were: Kathryn Petralia, President; and L. Scott
Askins, General Counsel and Secretary.

This Meeting followed weekly Board update calls (as supplemented from time to time with
materials distributed via email to the Board) held on the following dates in which all members of the Board
participated: (i) April 29, 2020 from 12:30 p.m. – 2:00 p.m., Eastern Time; (ii) May 22, 2020 from 11:00
a.m. – 12:50 p.m., Eastern Time; (iii) May 29, 2020 from 12:00 p.m. – 1:00 p.m., Eastern Time; and (iv)
June 9, 2020 from 11:00 a.m. – 12:05 p.m., Eastern Time.  The Board update calls continued to focus
primarily on the Company’s crisis response to the COVID-19 pandemic and included participation by
various members of management, who provided presentations and updates to the following general agenda
items (with questions and discussions ensuing throughout): (i) employee matters, including safety
measures, work-from-home, furlough and reduction in force matters; (ii) operating expense initiatives,
including Kabbage Funding portfolio actions (such as customer relief and account management),
marketing, vendor management and other cost reduction initiatives; (iii) payroll protection program (“PPP”)
initiatives, including regulatory matters, bank and referral partners, SBA non-depository direct lending
authorization and PPP liquidity facility access; (iv) credit facilities, including the Company’s asset-backed
securitization (“ABS”), warehouse and corporate debt facilities; (v) the Company’s insurance renewals;
(vi) Company financial and liquidity forecasts and plans to restart Kabbage Funding; and (vii) Company
strategic alternatives, including Project Green (with participation in certain calls by Steve McLaughlin and
Amar Mehta of Financial Technology Partners LP (“FT Partners”), the Company’s financial advisor).

Mr. Frohwein called the Meeting to order and welcomed everyone.  Mr. Frohwein first provided
the Board an update on Project Green. Ms. Askins then provided an update on the discounted buyout
proposal in connection with the continued negotiations on the Company’s corporate debt facility under
forbearance agreement.  Questions and discussion ensued.

Mr. Frohwein requested Board authorization for authorized officers to move forward with
negotiations on Project Green and the Company to enter into a 30-day exclusivity agreement with American
Express Travel Related Services Company, Inc. (“Amex”), which was unanimously approved by the Board
members.  Next, the Board acknowledged their support of an approval of an amendment to the Company’s
certificate of incorporation, which would include a liquidation preference waiver by certain holders of
Series E Preferred Stock and Series F Preferred Stock, in order to help facilitate, and conditioned upon the
consummation of, the proposed acquisition of the Company by Amex.

DocuSign Envelope ID: 0CF65153-BF7D-45B9-9E7B-4E0048AC7DEE
Case 22-10951-CTG    Doc 577-1    Filed 02/24/23    Page 2 of 3

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There being no further business to come before the Committee, the Meeting was adjourned at
approximately 3:00 p.m., Eastern Time.

Respectfully submitted,

_________________________

L. Scott Askins, Secretary

DocuSign Envelope ID: 0CF65153-BF7D-45B9-9E7B-4E0048AC7DEE
Case 22-10951-CTG    Doc 577-1    Filed 02/24/23    Page 3 of 3

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