Document

*** Certain information has been excluded from this amendment because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.



Exhibit 10.3
Amendment No.4 To Third Amended And Restated Loan Program Agreement
This Amendment No. 4 to the Third Amended and Restated Loan Program Agreement (this “Amendment”) is entered into as of September 30, 2022 by and between Upstart Network, Inc., a Delaware corporation (“UNT”) and Cross River Bank, a New Jersey state-chartered bank (“Bank”), and amends the Third Amended and Restated Loan Program Agreement dated as of January 1, 2019 between Bank and UNI (“Loan Program Agreement”).
Recitals:
Whereas, pursuant to that Loan Program Agreement, as amended, supplemented or otherwise modified from time to time prior to the date hereof (the “Loan Program Agreement”), Bank originates certain loans and UNI provides Bank with certain loan origination assistance services; and
Now, Therefore, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Agreement:
SECTION 1.Defined Terms.
Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Loan Program Agreement.
SECTION 2.Effective Date.
The parties hereto agree that this Amendment shall be effective as of July 1, 2022.
SECTION 3.Amendments.
Section 3.1.  The four paragraphs under “Origination Assistance Fees” in Exhibit A of the Loan Program Agreement is amended and restated in its entirety to read as follows:
“The Loan Origination Assistance Fee shall, for each Loan, be equal to [***]”
SECTION 4.Effect On The Loan Program Agreement.
(a)Upon this Amendment becoming effective, each reference to the “Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Loan Program Agreement, shall mean and be a reference to the Loan Program Agreement as modified by this Amendment.
(b)This Amendment is not intended to create, nor does it create and shall not be construed to create, a partnership or joint venture or any other common association for profit between Bank and UNI.
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SECTION 5.Execution In Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed signature page to this Amendment by facsimile transmission or otherwise transmitted or communicated by email shall be as effective as delivery of a manually executed counterpart of this Amendment.
SECTION 6.Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.
SECTION 7.Entire Agreement.
The Loan Program Agreement, as amended herein, is ratified, approved and confirmed in each and every respect, and constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof.  In the event of any conflict or inconsistency between the provisions of the Loan Program Agreement and this Amendment, the provisions of this Amendment shall control and govern.
SECTION 8.Successors And Assigns.
This Amendment shall be binding on and shall inure to the benefit of UNI and Bank and their respective successors and assigns.
SECTION 9.Miscellaneous.
The provisions contained in Section 10.3 (Governing Law; Arbitration) of the Loan Program Agreement are incorporated herein by this reference and shall govern this Amendment.
[Signature Pages Follow]
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In Witness Whereof, the parties have caused this Amendment to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
						
		UPSTART NETWORK, INC.
By:  /s/ Carrie Friesen-Meyers    
Name:  Carrie Friesen-Meyers    
Title:  Deputy General Counsel    

		CROSS RIVER BANK
By:  /s/ Gilles Gade    
Name:  Gilles Gade
Title:  President and Chief Executive Officer

		By: /s/ Arlen Gelbard    
Name:  Arlen Gelbard
Title:  EVP, General Counsel





[Signature Page To Amendment No. 4 To Third Amended And Restated Loan
Program Agreement]




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