EX-10.21




 Exhibit 10.21 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 12, 2019 and is entered into by and between SeatGeek, Inc., a Delaware
corporation (“Parent”) and each of its Qualifying Subsidiaries (individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively,
“Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for the Lender (in such capacity, “Agent”). 

RECITALS 
 A.
Borrower has requested Lender to make available to Borrower loans in an aggregate principal amount of up to Sixty Million Dollars ($60,000,000) (the “Term Loan”); and 

B. Lender is willing to make the Term Loan on the terms and conditions set forth in this Agreement. 

AGREEMENT 
 NOW,
THEREFORE, Borrower, Agent and Lender agree as follows: 
 SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION 

1.1 Definitions. Unless otherwise defined herein, the following capitalized terms shall have the following meanings: 

“Account Control Agreement(s)” means any agreement entered into by and among the Agent, Borrower and a third party bank or other
institution (including a Securities Intermediary) in which Borrower maintains a Deposit Account or an account holding Investment Property and which perfects Agent’s first priority security interest in the subject account or accounts. 

“ACH Authorization” means the ACH Debit Authorization Agreement in substantially the form of Exhibit G. 

“Advance(s)” means each Term Loan Advance. 

“Advance Date” means the funding date of any Advance. 

“Advance Request” means a request for an Advance submitted by Borrower to Agent in substantially the form of Exhibit A. 

“Affiliate” means (a) any Person that directly or indirectly controls, is controlled by, or is under common control with the
Person in question, (b) any Person directly or indirectly owning, controlling or holding with power to vote twenty percent (20%) or more of the outstanding voting securities of another Person, (c) any Person twenty percent (20%) or more of
whose outstanding voting securities are directly or indirectly owned, controlled or held by another Person with power to vote such securities, or (d) any Person related by blood or marriage to any Person described in subsection (a), (b) or
(c) of this defined term. As used in the definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise. “Affiliate” does not include a venture capital fund solely by virtue of its ownership of stock of Borrower. 

“Agent” has the meaning given to such term in the preamble to this Agreement. 

“Agreement” means this Loan and Security Agreement, as amended, restated, supplemented or otherwise modified from time to time. 











 “Amortization Date” means July 1, 2022; provided however upon the achievement
of either the Performance Milestone or the Equity Milestone, and as long as no Event of Default has occurred that is continuing on such date, then the Amortization Date shall mean the Term Loan Maturity Date. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Affiliates
from time to time concerning or relating to bribery or corruption, including without limitation the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and other similar legislation in any other jurisdictions.

 “Anti-Terrorism Laws” means any laws, rules, regulations or orders relating to
terrorism or money laundering, including without limitation Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. 

“Assignee” has the meaning given to it in Section 11.13. 

“Blocked Person” means any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order
No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is
prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or
(e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list. 

“Borrower Products” means all products, software, service offerings, technical data or technology currently being designed,
manufactured or sold by Borrower or which Borrower intends to sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all products, software, service offerings, technical
data or technology that have been sold, licensed or distributed by Borrower since its incorporation. 
 “Business Day” means any
day other than Saturday, Sunday and any other day on which banking institutions in the State of California are closed for business. 

“Cash” means all cash, cash equivalents and liquid funds. 

“Change in Control” means any reorganization, recapitalization, consolidation or merger (or similar transaction or series of related
transactions) of Borrower, sale or exchange of outstanding shares (or similar transaction or series of related transactions) of Borrower in which the holders of Borrower’s outstanding shares immediately before consummation of such transaction
or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than fifty percent (50%) of the voting power of the surviving entity of such transaction
or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether Borrower is the surviving entity. 

“Claims” has the meaning given to it in Section 11.10. 

“Closing Date” means the date of this Agreement. 

“Collateral” means the property described in Section 3. 

“Compliance Certificate” means a certificate in the form attached hereto as Exhibit E. 

“Confidential Information” has the meaning given to it in Section 11.12. 

  
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 “Contingent Obligation” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of that Person with respect to (i) any Indebtedness, lease, dividend, letter of credit or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit,
corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or
other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for
collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the
obligations under the guarantee or other support arrangement. 
 “Copyright License” means any written agreement granting any
right to use any Copyright or Copyright registration, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest. 

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States of
America, any State thereof, or of any other country. 
 “Deposit Accounts” means any “deposit accounts,” as such term is
defined in the UCC, and includes any checking account, savings account, or certificate of deposit. 
 “Domestic Subsidiary” means
any Subsidiary that is not a Foreign Subsidiary. 
 “Due Diligence Fee” means the $15,000 fee [that has been paid to Lender prior
to the Closing Date], and fully earned on the Closing Date regardless of the early termination of this Agreement. 
 “Equity
Interests” means, with respect to any Person, the capital stock, partnership or limited liability company interest, or other equity securities or equity ownership interests of such Person. 

“Equity Milestone” means, on or before June 30, 2021, Parent shall have received at least $75,000,000 in net cash proceeds from
the sale and issuance of its equity securities or convertible notes that constitute Subordinated Indebtedness. 
 “ERISA” means
the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. 
 “Event of Default”
has the meaning given to it in Section 9. 
 “Excluded Accounts” means (i) the account maintaining the cash collateral
securing the Indebtedness described in clause (vii) of the defined term “Permitted Indebtedness” and (ii) the accounts existing on the Closing Date that are listed on Exhibit D and denoted as an “Excluded Account” as
long as the balance in such accounts do not exceed the Maximum Permitted Balance set forth on Exhibit D at any time. 
 “Facility
Charge” means one percent (1%) of the Maximum Term Loan Amount. 
 “Financial Statements” has the meaning given to it in
Section 7.1. 
 “Foreign Subsidiary” means any Subsidiary other than a Subsidiary organized under the laws of any state
within the United States of America. 
 “Funding Date” means, with respect to each Advance, the date such Advance is loaned to
Borrower. 

  
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 “GAAP” means generally accepted accounting principles in the United States of
America, as in effect from time to time. 
 “Gross Margin” means, for any period, the ratio, expressed as a percentage, of
(a) an amount equal to (i) Revenue for such period, less (ii) costs of Revenue for such period to (b) Revenue for such period, determined in accordance with GAAP and consistent with past practices. 

“Indebtedness” means indebtedness of any kind, including (a) all indebtedness for borrowed money or the deferred purchase price
of property or services (excluding trade credit entered into in the ordinary course of business due within ninety (90) days), including reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all
obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations, and (d) all Contingent Obligations. 

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy
or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief. 

“Intellectual Property” means all of Borrower’s Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask
works; Borrower’s applications therefor and reissues, extensions, or renewals thereof; and Borrower’s goodwill associated with any of the foregoing, together with Borrower’s rights to sue for past, present and future infringement of
Intellectual Property and the goodwill associated therewith. 
 “Investment” means any beneficial ownership (including stock,
partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of any asset of another Person. 

“Joinder Agreements” means for each Qualified Subsidiary, a completed and executed Joinder Agreement in substantially the form
attached hereto as Exhibit F. 
 “Lender” has the meaning given to such term in the preamble to this Agreement. 

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests. 

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien
or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest. 

“Loan” means the Advances made under this Agreement. 

“Loan Documents” means this Agreement, any promissory notes issued by Borrower (if any), the ACH Authorization, the Account Control
Agreements, any Joinder Agreements, the Perfection Certificate, all UCC Financing Statements, the Warrants, and any other documents executed in connection with the Secured Obligations or the transactions contemplated hereby, as the same may from
time to time be amended, modified, supplemented or restated. 
 “Material Adverse Effect” means a material adverse effect upon:
(i) the business, operations, properties, assets or financial condition of Borrower and its Subsidiaries taken as a whole; or (ii) the ability of Borrower to perform or pay the Secured Obligations in accordance with the terms of the Loan
Documents, or the ability of Agent or Lender to enforce any of its rights or remedies with respect to the Secured Obligations; or (iii) the Collateral or Agent’s Liens on the Collateral or the priority of such Liens. 

  
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 “Material Domestic Subsidiary” means any Subsidiary that is not a Foreign
Subsidiary whose assets exceed $20,000 at any time. 
 “Material Foreign Subsidiary” means any Foreign Subsidiary whose revenue
exceeds ten percent (10%) of Borrower’s trailing twelve months’ Revenue. 
 “Maximum Rate” shall have the meaning
assigned to such term in Section 2.3. 
 “Maximum Term Loan Amount” means Sixty Million and No/100 Dollars ($60,000,000).

 “Non-Disclosure Agreement” means that certain
Non-Disclosure Agreement by and between Borrower and Agent dated as of February 14, 2019. 

“OFAC” means the U.S. Department of Treasury Office of Foreign Assets Control. 

“OFAC Lists” means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to
Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

 “Organizational Documents” means with respect to any Person, such Person’s formation documents, and (a) if such
Person is a corporation, its certificate/articles of incorporation, bylaws and/or articles and memorandum of association, as applicable, (b) if such Person is a limited liability company, its certificate/articles of formation and limited
liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto. 

“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence or a
Patent application is pending, in which agreement Borrower now holds or hereafter acquires any interest. 
 “Patents” means all
letters patent of, or rights corresponding thereto, in the United States of America or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States
of America or any other country. 
 “Performance Milestone” means, on or before December 31, 2020, Borrower’s trailing six-months Revenue shall be at least One Hundred Million Dollars ($100,000,000) and Borrower’s trailing six-months Gross Margin for such same six month period is not less
than eighty percent (80%), subject to verification by Agent (including supporting documentation requested by Agent). 
 “Permitted
Indebtedness” means: (i) Indebtedness of Borrower in favor of Lender or Agent arising under this Agreement or any other Loan Document; (ii) Indebtedness existing on the Closing Date which is disclosed in Schedule 1A, including leases
that may be deemed “Indebtedness” as a result of changes in accounting policies or reporting practices in accordande with GAAP; (iii) Indebtedness of up to $250,000 outstanding at any time secured by a Lien described in clause
(vii) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the cost of the Equipment financed with such Indebtedness; (iv) Indebtedness to trade creditors incurred in the ordinary course of business,
including Indebtedness incurred in the ordinary course of business with corporate credit cards; (v) Indebtedness that also constitutes a Permitted Investment; (vi) Subordinated Indebtedness; (vii) reimbursement obligations in
connection with cash management services, credit cards, and/or letters of credit that are secured by Cash and issued on behalf of the Borrower or a Subsidiary thereof in an amount not to exceed $500,000 at any time outstanding, (viii) other
unsecured Indebtedness in an amount not to exceed $250,000 at any time outstanding, (ix) intercompany Indebtedness as long as either each of the Subsidiary obligor and the Subsidiary obligee under such Indebtedness is a Qualified Subsidiary
that has executed a Joinder Agreement, (x) extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose materially more burdensome terms upon
Borrower or its Subsidiary, as the case may be, and (xi) Indebtedness of up to $10,000,000 owing to Silicon Valley Bank or other bank reasonably acceptable to Agent with respect to an accounts receivable formula based revolving line of credit,
subject to an intercreditor/subordination agreement in form and substance satisfactory to Agent. 

  
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 “Permitted Investment” means: (i) Investments existing on the Closing Date
which are disclosed in Schedule 1B; (ii) (a) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof
currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Services, (b) commercial paper
maturing no more than one year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s
Corporation or Moody’s Investors Service, (c) certificates of deposit issued by any bank with assets of at least $500,000,000 maturing no more than one year from the date of investment therein, and (d) money market accounts;
(iii) repurchases of stock of Parent from former employees, directors, or consultants of Parent under the terms of applicable repurchase agreements at the original issuance price of such securities in an aggregate amount not to exceed $200,000
in any fiscal year, provided that no Event of Default has occurred, is continuing or could exist after giving effect to the repurchases; (iv) Investments accepted in connection with Permitted Transfers; (v) Investments (including debt
obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s
business; (vi) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, provided that this subparagraph
(vi) shall not apply to Investments of Borrower in any Subsidiary; (vii) Investments consisting of loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating
to the purchase of capital stock of Borrower pursuant to employee stock purchase plans or other similar agreements approved by Borrower’s Board of Directors; (viii) Investments consisting of travel advances in the ordinary course of
business; (ix) Investments in newly-formed Domestic Subsidiaries, provided that each such Domestic Subsidiary enters into a Joinder Agreement concurrently with its formation by Borrower and execute such other documents as shall be reasonably
requested by Agent; (x) Investments in Foreign Subsidiariesin an aggregate amount not to exceed the amount permitted under Section 7.19 and any additional such Investments that are approved in advance in writing by Agent;
(xi) Investements in Domestic Subsidiaries that are not Material Subsidiaries of up to $20,000 existing on the Closing Date in each such Subsidiary; (xii) joint ventures or strategic alliances in the ordinary course of Borrower’s
business consisting of the nonexclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed $100,000 in the aggregate in any fiscal year; and
(xiii) additional Investments that do not exceed $200,000 in the aggregate. 
 “Permitted Liens” means any and all of the
following: (i) Liens in favor of Agent or Lender; (ii) Liens existing on the Closing Date which are disclosed in Schedule 1C; (iii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or
being contested in good faith by appropriate proceedings; provided, that Borrower maintains adequate reserves therefor in accordance with GAAP; (iv) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen,
landlords and other like Persons arising in the ordinary course of Borrower’s business and imposed without action of such parties; provided, that the payment thereof is not yet required; (v) Liens arising from judgments, decrees or
attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the following deposits, to the extent made in the ordinary course of business: deposits under worker’s compensation, unemployment insurance, social
security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts
(other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vii) Liens
on Equipment or software or other intellectual property constituting purchase money Liens and Liens in connection with capital leases securing Indebtedness permitted in clause (iii) of “Permitted Indebtedness”; (viii) Liens incurred
in connection with Subordinated Indebtedness; (ix) leasehold interests in leases or subleases and licenses granted in the ordinary course of business and not interfering in any material respect with the business of the licensor; (x) Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or before the date they become due; (xi) Liens on insurance proceeds securing the payment of financed insurance
premiums that are promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other property or assets); (xii) statutory and common law rights of
set-off and other similar rights as to deposits of cash and securities 

  
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in favor of banks, other depository institutions and brokerage firms; (xiii) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as they do not materially impair the value
or marketability of the related property; (xiv) (A) Liens on Cash securing obligations permitted under clause (vii) of the definition of Permitted Indebtedness and (B) security deposits in connection with real property leases, the
combination of (A) and (B) in an aggregate amount not to exceed $100,000 at any time; (xv) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in
clauses (i) through (xi) above; provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced
(as may have been reduced by any payment thereon) does not increase; and (xvi) Liens securing the Indebtedness described in clause (y) of the defined term Permitted Indebtedness, subject to a subordination/intercreditor agreement in form
and substance satisfactory to Agent. 
 “Permitted Transfers” means (i) sales of Inventory in the ordinary course of
business, (ii) non-exclusive outbound licenses and similar arrangements for the use of Intellectual Property in the ordinary course of business and licenses that could not result in a legal transfer of
title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States of America in the ordinary course of business, or
(iii) dispositions of worn-out, obsolete or surplus Equipment at fair market value in the ordinary course of business, and (iv) other Transfers of assets having a fair market value of not more than
$100,000 in the aggregate in any fiscal year. 
 “Person” means any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated organization, association, corporation, limited liability company, institution, other entity or government. 

“Pledged Collateral” means: 

(a) all Shares now owned or hereafter acquired by Borrower; 

(b) with respect to any limited liability company membership units or general or limited partnership interests constituting Shares:
(i) all payments or distributions whether in cash, property or otherwise, at any time owing or payable to Borrower on account of its interest as a member or partner, as the case may be, in any of the issuers of such Shares or in the nature of a
management or other fee paid or payable by any of such issuers to Borrower; (ii) all of Borrower’s rights and interests under each of the Organizational Documents, including all voting and management rights and all rights to grant or
withhold consents or approvals; (iii) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of such issuers; (iv) all other rights, interests, property
or claims to which Borrower may be entitled in its capacity as a partner or a member of any such issuer; and (v) all proceeds, income from, increases in and products of any of the foregoing; 

(c) all additional Shares from time to time acquired or formed by Borrower in any manner (which additional Shares shall be deemed to be part
of the Pledged Collateral whether or not Schedule 5.16 has been updated in accordance this Agreement), and any certificates, if applicable, representing such additional Shares; and 

(d) all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Shares. 
 “Prepayment Charge” shall have the meaning assigned to
such term in Section 2.5. 
 “Qualified Subsidiary” means any direct or indirect Material Domestic Subsidiary or Material
Foreign Subsidiary, which as of the Closing Date includes Every Fan Tickets, LLC, a Delaware limited liability company. 

“Receivables” means (i) all of Borrower’s Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, letters
of credit, proceeds of any letter of credit, and Letter of Credit Rights, and (ii) all customer lists, software, and business records related thereto. 

  
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 “Required Lenders” means at any time, the holders of more than 50% of the sum of
the aggregate unpaid principal amount of the Term Loans then outstanding. 
 “Revenue” means Borrower’s consolidated revenue,
as determined in accordance with GAAP. 
 “Sanctioned Country” means, at any time, a country or territory which is the subject or
target of any Sanctions. 
 “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person. 
 “Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom. 

“Secured Obligations” means Borrower’s obligations (other than inchoate indemnity oblidations) under this Agreement and any
Loan Document (other than the Warrants), including any obligation to pay any amount now owing or later arising. 
 “Shares” means
all of the issued and outstanding Equity Interests owned or held of record by each Borrower in any of its Subsidiaries, together with all voting trust certificates evidencing the right to vote of any of the foregoing subject to any voting trust.

 “Subordinated Indebtedness” means Indebtedness subordinated to the Secured Obligations in amounts and on terms and conditions
satisfactory to Agent in its reasonable discretion and subject to a subordination agreement in form and substance satisfactory to Agent in its reasonable discretion. 

“Subsequent Financing” means the closing of an equity financing transaction of Parent which becomes effective after the Closing Date
and results in aggregate proceeds to Borrower of at least $25,000,000. 
 “Subsidiary” means an entity, whether corporate,
partnership, limited liability company, joint venture or otherwise, in which Borrower owns or controls 50% or more of the outstanding voting securities, including each entity listed on Schedule 5.14. 

“Term Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to the Borrower in a
principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1. 

“Term Loan Advance” means any Term Loan funds advanced under this Agreement. 

“Term Loan Cash Interest Rate” means for any day a per annum rate of interest equal to the greater of either (i) 10.5% plus the
prime rate as reported in The Wall Street Journal minus 5.5%, or (ii) 10.5%. 
 “Term Loan PIK Interest Rate” means 0.5%. 

“Term Loan Maturity Date” means June 1, 2023. 

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or
hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest. 

  
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 “Trademarks” means all trademarks (registered, common law or otherwise) and any
applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States of America, any State thereof or any other country or
any political subdivision thereof. 
 “Tranche 1 Advance” has the meaning assigned to such term in Section 2.2(a). 

“Tranche 1 Commitment” means Thirty Million Dollars ($30,000,000). 

“Tranche 2 Commitment” means Thirty Million Dollars ($30,000,000). 

“Tranche 2 Commitment End Date” means June 30, 2020, provided however, if Borrower has drawn Term Loan Advances up to the
Tranche 1 Commitment prior to June 30, 2020, then the Tranche 2 Commitment End Date shall automatically be extended to March 15, 2021 as long as no Event of Default has occurred that is continuing on such date. 

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, that in
the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time
to time, in effect in a jurisdiction other than the State of California, then the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof
relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. 

“Warrant” means any warrant entered into in connection with the Loan, as may be amended, restated or modified from time to time.

 1.2 Rules of Construction. Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to
a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise specifically
provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP,
consistently applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC. 

SECTION 2. THE LOAN 

2.1 [Reserved.] 
 2.2
Term Loan. 
 (a) Advances. Subject to the terms and conditions of this Agreement, Lender will severally (and not jointly) make in an
amount not to exceed its respective Term Commitment, and Borrower agrees to draw, a Term Loan Advance of $10,000,000 on the Closing Date (“Tranche 1 Advance”). Subject to the terms and conditions of this Agreement, beginning on the Closing
Date and continuing through June 15, 2020, Borrower may request, and Lender shall severally (and not jointly) make, additional Term Loan Advances in an aggregate amount not to exceed the Tranche 1 Commitment. Subject to the terms and conditions
of this Agreement, beginning on the Closing Date and continuing through the Tranche 2 Commitment End Date, Borrower may request, and Lender shall severally (and not jointly) make, additional Term Loan Advances in an aggregate amount of up to the
Tranche 2 Commitment. The aggregate outstanding Term Loan Advances shall not exceed the Maximum Term Loan Amount, and each individual Term Loan Advance shall be in a minimum amount of the lesser of Five Million Dollars ($5,000,000) or the remaining
amount available for borrowing (under the Tranche 1 Commitment or Tranche 2 Commitment, as applicable). Each Term Loan Advance of Lender shall not exceed its respective Term Commitment. 

  
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 (b) Advance Request. To obtain a Term Loan Advance, Borrower shall complete, sign and
deliver an Advance Request (at least three (3) Business Days before the Advance Date other than the Closing Date, which shall be at least one (1) Business Day) to Agent. Lenders shall fund the Term Loan Advance in the manner requested by
the Advance Request provided that each of the conditions precedent to such Term Loan Advance is satisfied as of the requested Advance Date. 

(c) Interest. 
 (i) Term Loan
Cash Interest Rate. In addition to interest accrued pursuant to the Term Loan PIK Interest Rate, the principal balance (including, for the avoidance of doubt, any
payment-in-kind interest added to principal pursuant to Section 2.2(c)(ii)) of each Term Loan Advance shall bear interest thereon from such Advance Date at the Term
Loan Cash Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed. The Term Loan Cash Interest Rate will float and change on the day the prime rate changes from time to time. 

(ii) Term Loan PIK Interest Rate. In addition to interest accrued pursuant to the Term Loan Cash Interest Rate, the principal balance of each
Term Loan Advance shall bear interest thereon from such Advance Date at the Term Loan PIK Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed, which amount shall be added to
the outstanding principal balance so as to increase the outstanding principal balance of such Term Loan Advance on each payment date for such Advance, which principal amount shall accrue interest payable as provided in Section 2.2(c)(i) and
which accrued and unpaid amount shall be payable when the principal amount of the Advance is payable in accordance with Section 2.2(d). 

(d) Payment. Borrower will pay interest on each Term Loan Advance on the first Business Day of each month, beginning the month after the
Advance Date for so long as such Term Loan Advance is outstanding. Borrower shall repay the aggregate Term Loan principal balance that is outstanding on the day immediately preceding the Amortization Date, in equal monthly installments of principal
and interest (mortgage style) beginning on the Amortization Date and continuing on the first Business Day of each month thereafter until the Secured Obligations (other than inchoate indemnity obligations) are repaid, provided that if the Term Loan
Cash Interest Rate is adjusted in accordance with its terms, or the Amortization Date or the Term Loan Maturity Date is extended, the amount of each subsequent monthly installment shall be recalculated. The entire Term Loan principal balance and all
accrued but unpaid interest hereunder, shall be due and payable on Term Loan Maturity Date. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. Lender will
initiate debit entries to the Borrower’s account as authorized on the ACH Authorization (i) on each payment date of all periodic obligations payable to Lender under each Term Advance and (ii) out-of-pocket legal fees and costs incurred by Agent or Lender in connection with Section 11.11 of this Agreement; provided that, with respect to clause (i) above, in the event that Lender
or Agent informs Borrower that Lender will not initiate a debit entry to Borrower’s account for a certain amount of the periodic obligations due on a specific payment date, Borrower shall pay to Lender such amount of periodic obligations in
full in immediately available funds on such payment date; provided, further, that, with respect to clause (i) above, if Lender or Agent informs Borrower that Lender will not initiate a debit entry as described above later than the date that is
three (3) Business Days prior to such payment date, Borrower shall pay to Lender such amount of periodic obligations in full in immediately available funds on the date that is three (3) Business Days after the date on which Lender or Agent
notifies Borrower of such; provided, further, that, with respect to clause (ii) above, in the event that Lender or Agent informs Borrower that Lender will not initiate a debit entry to Borrower’s account for certain amount of such out-of-pocket legal fees and costs incurred by Agent or Lender, Borrower shall pay to Lender such amount in full in immediately available funds within three (3) Business
Days. 
 2.3 Maximum Interest. Notwithstanding any provision in this Agreement or any other Loan Document, it is the
parties’ intent not to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction shall deem applicable hereto (which under the laws of the State of
California shall be deemed to be the laws relating to permissible rates of interest on commercial loans) (the “Maximum Rate”). If a court of competent jurisdiction shall finally determine that Borrower has actually paid to Lender an amount
of interest in excess of the amount that would have been payable if all of the Secured Obligations had at all times borne interest at the Maximum Rate, then such excess interest actually paid by Borrower shall be deemed retroactively applied as of
the date of receipt of such payment as follows: first, to the 

  
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payment of the Secured Obligations consisting of the outstanding principal; second, after all principal is repaid, to the payment of Lender’s accrued interest, costs, expenses, professional
fees and any other Secured Obligations; and third, after all Secured Obligations are repaid, the excess (if any) shall be refunded to Borrower. 

2.4 Default Interest. In the event any payment is not paid on the scheduled payment date (other than failure to pay due solely
to an administrative or operational error of the relevant Lender or Borrower’s bank if the Borrower has the funds to make the payment when due and makes the payment within three (3) Business Days following Borrower’s notice or
knowledge of such failure to pay), an amount equal to five percent (5%) of the past due amount shall be payable on demand. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, all Secured Obligations,
including principal, interest, compounded interest, and professional fees, shall bear interest at a rate per annum equal to the rate set forth in Section 2.2(c) plus five percent (5%) per annum. In the event any interest is not paid when due
hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded at the rate set forth in Section 2.2(c) or Section 2.4, as applicable. 

2.5 Prepayment. At its option, Borrower may at any time prepay all or a portion of the outstanding Advances by paying the entire
principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: if such Advance amounts are prepaid in any of the first
twelve (12) months following the Funding Date with respect to such Advance, 3%; after twelve (12) months but prior to twenty four (24) months, 2%; and thereafter, 1% (each, a “Prepayment Charge”). If at any time Borrower
elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal
amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the
Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Borrower shall prepay the outstanding amount of all
principal and accrued interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control. Notwithstanding the foregoing, Agent and Lender agree to waive the Prepayment Charge if Agent and Lender (in its sole
and absolute discretion) agree in writing to refinance the Advances prior to the Maturity Date. 
 2.6 Treatment of Prepayment
Charge. Borrower agrees that the Prepayment Charge is a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower
agrees that any Prepayment Charge payable shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrower agrees that it is reasonable under the circumstances currently existing and
existing as of the Closing Date. The Prepayment Charge shall also be payable in the event the Secured Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of
foreclosure, or by any other means. Borrower expressly waives (to the fullest extent it may lawfully do so) the provisions of any present or future statute or law that prohibits or may prohibit the collection of the foregoing Prepayment Charge in
connection with any such acceleration. Borrower agrees (to the fullest extent that each may lawfully do so): (a) the Prepayment Charge is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably
represented by counsel; (b) the Prepayment Charge shall be payable notwithstanding the then prevailing market rates at the time payment is made; (c) there has been a course of conduct between the Lenders and Borrower giving specific
consideration in this transaction for such agreement to pay the Prepayment Charge as a charge (and not interest) in the event of prepayment or acceleration; (d) Borrower shall be estopped from claiming differently than as agreed to in this
paragraph. Borrower expressly acknowledges that their agreement to pay each of the Prepayment Charge to the Lenders as herein described was on the Closing Date and continues to be a material inducement to the Lenders to provide the Loan. 

2.7 Due Diligence Fee. The Due Diligence Fee has been paid by Borrower prior to the Closing Date.] 

2.8 [Reserved]. 

2.9 Pro Rata Treatment; Application of Payments. Each payment (including prepayment) on account of any fee and any reduction of
the Term Loan Advances shall be made pro rata according to the Term Commitments of the relevant Lender. The Term Loan Advances shall be made pro rata according to the Term Commitments of the relevant Lender. Lender has the exclusive right to
determine the order and manner in which all payments with respect to the Secured Obligations may be applied. No Borrower shall have a right to specify the order or the accounts to which Lender shall allocate or apply any payments made by Borrower to
Lender or otherwise received by Lender under this Agreement when any such allocation or application is not expressly specified elsewhere in this Agreement. 
  

  
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 2.10 Withholding. Payments received by Agent or Lender from Borrower under any
Loan Document shall be made free and clear of and without deduction for any taxes, levies, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority. Specifically, however, if at any time any governmental
authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to Agent or Lender, such payment or other sum payable hereunder shall be
increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Agent or Lender, as applicable receives a net sum equal to the sum which it would have received had no withholding or deduction been
required, and Borrower shall pay the full amount withheld or deducted to the relevant governmental authority. Borrower shall, upon request, furnish Agent with proof reasonably satisfactory to Agent indicating that Borrower has made such withholding
payment. The agreements and obligations of Borrower contained in this Section shall survive the termination of this Agreement. 
 SECTION
3. SECURITY INTEREST 
 3.1 Grant of Security Interest. As security for the prompt and complete payment when due (whether
on the payment dates or otherwise) of all the Secured Obligations, Borrower grants to Agent a security interest in all of Borrower’s right, title, and interest in, to and under all of Borrower’s personal property and other assets including
without limitation the following (except as set forth herein) whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory;
(f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and
wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and
rents, profits and products of each of the foregoing. 
 3.2 Excluded Collateral. Notwithstanding the broad grant of the
security interest set forth in Section 3.1, above, the Collateral shall not include Intellectual Property, provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds
from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security
interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the
extent necessary to permit perfection of Agent’s security interest in the Rights to Payment. 
 3.3 Pledged Collateral. 

(a) Borrower hereby pledges, collaterally assigns and grants to Agent a security interest in the Pledged Collateral, as security for the
performance of the Secured Obligations. Borrower irrevocably waives any and all of its rights under those provisions of any Organizational Documents of (and the laws under which there has been organized) each Subsidiary which is a limited liability
company or limited partnership, respectively, that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any security interest or lien on any of the Pledged Collateral or any enforcement action which may be taken in
respect of any such security interest or lien or (b) otherwise conflict with the terms of this Section 3.3. To the extent that this provision is inconsistent with the terms of such Organizational Documents, as applicable, of any such
Subsidiary, such Organizational Document, as applicable, shall be deemed to be amended so as to be consistent with the terms of this Section 3.3. With respect to any Shares in a limited liability company or limited partnership, Borrower hereby
irrevocably consents to the grant of the security interest provided for herein and to Agent or its nominee becoming a member or limited or general partner, as applicable, in such limited liability company or limited partnership, as applicable
(including succeeding to any management rights appurtenant thereto), pursuant to a disposition thereof in connection with (or in lieu of) an exercise of remedies pursuant to Section 10; provided that such successor member or partner, as
applicable, then agrees in writing to be bound by, and a party to, the applicable Organizational Document. 

  
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 (b) So long as no Event of Default shall have occurred and be continuing, Borrower shall be
entitled to vote such Shares and to give consents, waivers and ratifications in respect of Shares; provided, however, that no vote shall be cast or consent, waiver or ratification given by Borrower if the effect thereof would impair any Agent’s
rights with respect to the Pledged Collateral or be inconsistent with or result in any violation of any of the provisions of this Agreement or any of the Loan Documents. Any sums or other property paid or distributed upon or with respect to any of
the Pledged Collateral, whether by dividend or redemption or upon the liquidation or dissolution or recapitalization or reclassification of the capital of any issuer of the applicable Shares or otherwise, shall constitute Collateral, and when paid,
shall be deposited into a Controlled Account. All such rights of Borrower to receive cash dividends and distributions with respect to Shares owned by Borrower, and all right to vote and give consents, waivers and ratifications with respect to such
Shares, shall cease upon the occurrence and during the continuation of an Event of Default, and any sums or other property paid or distributed upon or with respect to any of the Pledged Collateral, whether by dividend or redemption or upon the
liquidation or dissolution or recapitalization or reclassification of the capital of any issuer of the applicable Shares or otherwise, shall, be paid over and delivered to Agent. 

SECTION 4. CONDITIONS PRECEDENT TO LOAN 

The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions: 

4.1 Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: 

(a) executed copies of the following, in form and substance acceptable to Agent: 

(i) this Agreement; 
 (ii) the
Warrant; 
 (iii) the completed ACH Authorization; 

(iv) Perfection Certificate; 

(v) a duly executed certificate of an officer of Borrower, certifying and attaching copies of (x) resolutions of Borrower’s board
of directors evidencing approval of (y) the Loan and other transactions evidenced by the Loan Documents and the Warrants and transactions evidenced thereby; and (z) certified copies of the Organizational Documents of Borrower; 

(vi) Account Control Agreement wit Silicon Valley Bank; and 

(vii) any other Loan Documents; and 

(b) a legal opinion of Borrower’s counsel; 

(c) all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and
perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent: 
 (d) a
certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect; 

(e) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this
Agreement, which amounts may be deducted from the initial Advance; 
 (f) all certificates of insurance, and copies of each insurance policy
required hereunder; and 
 (g) such other documents as Agent may reasonably request. 

  
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 4.2 All Advances. On each Advance Date: 

(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), each duly executed by
Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request; 
 (b)
The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date. 
 (c) Borrower shall be in compliance with all the terms and provisions set forth herein
and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. 

(d) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the
matters specified in subsections (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request. 

4.3 No Default. As of the Closing Date and each Advance Date, (i) no fact or condition exists that could (or could, with
the passage of time, the giving of notice, or both) constitute an Event of Default and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 

SECTION 5. REPRESENTATIONS AND WARRANTIES OF BORROWER 

Borrower represents and warrants that: 

5.1 Corporate Status. Borrower is a corporation duly organized, legally existing and in good standing under the laws of the State
of Delaware and is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and where the failure to be qualified could reasonably be expected to have
a Material Adverse Effect. Borrower’s present name, former names (if any), locations, place of formation, tax identification number, organizational identification number and other information are correctly set forth in Exhibit B, as may be
updated by Borrower in a written notice (including any Compliance Certificate) provided to Agent after the Closing Date. 
 5.2
Collateral. Borrower owns the Collateral and the Intellectual Property, free of all Liens, except for Permitted Liens. Borrower has the power and authority to grant to Agent a Lien in the Collateral as security for the Secured Obligations.

 5.3 Consents. Borrower’s execution, delivery and performance of this Agreement and all other Loan Documents (including
Borrower’s execution of the Warrants), (i) have been duly authorized by all necessary corporate action of Borrower, (ii) will not result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens and the
Liens created by this Agreement and the other Loan Documents, (iii) do not violate any provisions of Borrower’s Certificate or Articles of Incorporation (as applicable), bylaws, or any, law, regulation, order, injunction, judgment, decree
or writ to which Borrower is subject and (iv) except as described on Schedule 5.3, do not violate any contract or agreement or require the consent or approval of any other Person which has not already been obtained. The individual or
individuals executing the Loan Documents and the Warrants are duly authorized to do so. 
 5.4 Material Adverse Effect. No
event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. Borrower is not aware of any event likely to occur that is reasonably expected to result in a Material Adverse
Effect. 
 5.5 Actions Before Governmental Authorities. There are no actions, suits or proceedings at law or in equity or by
or before any governmental authority now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or its property, that is reasonably expected to result in a Material Adverse Effect. 

  
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 5.6 Laws. 

(a) Neither Borrower nor any of its Subsidiaries is in violation of any law, rule or regulation, or in default with respect to any judgment,
writ, injunction or decree of any governmental authority, where such violation or default is reasonably expected to result in a Material Adverse Effect. Borrower is not in default in any manner under any provision of any agreement or instrument
evidencing material Indebtedness, or any other material agreement to which it is a party or by which it is bound. 
 (b) Neither Borrower
nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged
as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor
Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined
and used in the Public Utility Holding Company Act of 2005. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in
disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all
declarations or filings with, and given all notices to, all governmental authorities that are necessary to continue their respective businesses as currently conducted. 

(c) None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective
agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and
any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services
to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other
Anti-Terrorism Law. None of the funds to be provided under this Agreement will be used, directly or indirectly, (a) for any activities in violation of any applicable anti-money laundering, economic sanctions and anti-bribery laws and
regulations laws and regulations or (b) for any payment to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

5.7 Information Correct and Current. No information, report, Advance Request, financial statement, exhibit or schedule
furnished, by or on behalf of Borrower to Agent in connection with any Loan Document or included therein or delivered pursuant thereto contained, or, when taken as a whole, contains or shall contain any material misstatement of fact or, when taken
together with all other such information or documents, omitted, omits or shall omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not materially
misleading at the time such statement was made or deemed made. Additionally, any and all financial or business projections provided by Borrower to Agent, whether prior to or after the Closing Date, shall be (i) provided in good faith and based
on the most current data and information available to Borrower, and (ii) the most current of such projections provided to Borrower’s Board of Directors (it being understood that such projections are subject to significant uncertainties and
contingencies, many of which are beyond the control of Borrower, that no assurance is given that any particular projections will be realized, that actual results may differ). 

5.8 Tax Matters. Except those being contested in good faith with adequate reserves under GAAP, (a) Borrower has filed all
material federal, state and local tax returns that it is required to file, (b) Borrower has duly paid or fully reserved for all material taxes or installments thereof (including any interest or penalties) as and when due, which have or may
become due pursuant to such returns, and (c) Borrower has paid or fully reserved for any material tax assessment received by Borrower for the three (3) years preceding the Closing Date, if any (including any taxes being contested in good
faith and by appropriate proceedings). 

  
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 5.9 Intellectual Property. Borrower is the sole owner of, or otherwise has the
right to use, the Intellectual Property material to Borrower’s business. (i) Each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid
or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit C is a true, correct and complete list of each of
Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or
registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts,
licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder. 

5.10 Intellectual Property Rights. Borrower has all material rights with respect to Intellectual Property necessary or material
in the operation or conduct of Borrower’s business as currently conducted and proposed to be conducted by Borrower. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable
under Division 9 of the UCC, (i) Borrower has the right, to the extent required to operate Borrower’s business, to freely transfer, license or assign Intellectual Property necessary or material in the operation or conduct of
Borrower’s business as currently conducted and proposed to be conducted by Borrower, without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party, and (ii) no
material in-bound License prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such License. Borrower owns or has the right to use, pursuant to valid
licenses, all software development tools, library functions, compilers and all other third-party software and other items that are material to Borrower’s business and used in the design, development, promotion, sale, license, manufacture,
import, export, use or distribution of Borrower Products except customary covenants in inbound license agreements and equipment leases where Borrower is the licensee or lessee. 

5.11 Borrower Products. No Intellectual Property owned by Borrower or Borrower Product has been or is subject to any actual or,
to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or
stipulation that restricts in any manner Borrower’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other
provision entered into in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower
Products. Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or
questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable
basis for any such claim. Neither Borrower’s use of its Intellectual Property nor the production and sale of Borrower Products infringes the Intellectual Property or other rights of others. Borrower is not a party to a material in-bound License except as set forth on Exhibit C. 
 5.12 Financial Accounts. Exhibit D, as
may be updated by the Borrower in a written notice provided to Agent after the Closing Date (provided however any updates to Exhibit D with respect to the addition or modification to any Excluded Account shall require the prior written approval of
Agent), is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account
holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, the complete account
number therefor, and the balance in such account as of the Closing Date. 
 5.13 Employee Loans. Borrower has no outstanding
loans to any employee, officer or director of the Borrower nor has Borrower guaranteed the payment of any loan made to an employee, officer or director of the Borrower by a third party. 

5.14 Capitalization and Subsidiaries. Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14
annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date,
is a true, correct and complete list of each Subsidiary. 

  
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 5.15 Foreign Subsidiary Voting Rights. No decision or action in any governing
document of any Foreign Subsidiary requires a vote of greater than 50.1% of the Equity Interests or voting rights of such Foreign Subsidiary. 

5.16 Pledged Collateral; Instruments. All Shares are validly issued, fully paid and
non-assessable. Borrower has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Pledged
Collateral pursuant to Section 3.3, and the execution, delivery and performance thereof and the pledge of and granting of a security interest in the Pledged Collateral under this Agreement have been duly authorized by all necessary corporate,
limited liability company, partnership or other equivalent action and do not contravene any law, rule or regulation or any provision of the organizational documents of Borrower or of any judgment, decree or order of any tribunal or of any agreement
or instrument to which Borrower is a party or by which it or any of its property is bound or affected or constitute a default thereunder. With respect to issuers of Shares that are limited liability companies or partnerships (general or limited),
Borrower is a duly constituted member or partner, as applicable, of such limited liability company, partnership, as applicable, pursuant to the applicable Organizational Documents, as applicable, of such issuer. All certificates representing
Borrower’s interest in Pledged Collateral have been delivered to Agent, together with duly executed transfer powers or other appropriate instruments of transfer (each in form and substance satisfactory to Agent), duly executed in blank by
Borrower. Schedule 5.16, as the same may be updated from time to time in accordance with Section 7.24, sets forth a true and accurate schedule of all Shares and all Instruments owned by Borrower. 

SECTION 6. INSURANCE; INDEMNIFICATION 

6.1 Coverage. Borrower shall cause to be carried and maintained commercial general liability insurance, on an occurrence form,
against risks customarily insured against in Borrower’s line of business. Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability per the terms of the
indemnification agreement found in Section 6.3. Borrower must maintain a minimum of $2,000,000 of commercial general liability insurance for each occurrence. Borrower has and agrees to maintain a minimum of $2,000,000 of directors’ and
officers’ insurance for each occurrence and $5,000,000 in the aggregate. So long as there are any Secured Obligations outstanding, Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks
of physical loss or damage howsoever caused, in an amount not less than the full replacement cost of the Collateral, provided that such insurance may be subject to standard exceptions and deductibles. 

6.2 Certificates. Borrower shall deliver to Agent certificates of insurance that evidence Borrower’s compliance with its
insurance obligations in Section 6.1 and the obligations contained in this Section 6.2. Borrower’s insurance certificate shall state Agent (shown as “Hercules Capital, Inc.”, as “Agent”) is an additional insured
for commercial general liability, a loss payee for all risk property damage insurance, subject to the insurer’s approval, and a loss payee for property insurance and additional insured for liability insurance for any future insurance that
Borrower may acquire from such insurer. Attached to the certificates of insurance will be additional insured endorsements for liability and lender’s loss payable endorsements for all risk property damage insurance. All certificates of insurance
will provide for a minimum of thirty (30) days advance written notice to Agent of cancellation (other than cancellation for non-payment of premiums, for which ten (10) days’ advance written
notice shall be sufficient) or any other change adverse to Agent’s interests. Any failure of Agent to scrutinize such insurance certificates for compliance is not a waiver of any of Agent’s rights, all of which are reserved. Borrower shall
provide Agent with copies of each insurance policy, and upon entering or amending any insurance policy required hereunder, Borrower shall provide Agent with copies of such policies and shall promptly deliver to Agent updated insurance certificates
with respect to such policies. 
 6.3 Indemnity. Borrower agrees to indemnify and hold Agent, Lender and their officers,
directors, employees, agents, in-house attorneys, representatives and shareholders (each, an “Indemnified Person”) harmless from and against any and all claims, costs, expenses, damages and
liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense
(including those incurred upon any appeal) (collectively, “Liabilities”), that may be instituted or asserted against or incurred by such Indemnified Person as the result of credit having been extended, suspended or terminated under this
Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder 

  
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and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases Liabilities to the extent
resulting solely from any Indemnified Person’s gross negligence or willful misconduct. Borrower agrees to pay, and to save Agent and Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and
all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of Agent or Lender) that may be payable or determined to be payable with respect to any of the Collateral or this Agreement. In no event shall any
Indemnified Person be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). This Section 6.3 shall survive the repayment of indebtedness
under, and otherwise shall survive the expiration or other termination of, the Loan Agreement. 
 SECTION 7. COVENANTS OF BORROWER

 Borrower agrees as follows: 

7.1 Financial Reports. Borrower shall furnish to Agent the financial statements and reports listed hereinafter (the
“Financial Statements”): 
 (a) as soon as practicable (and in any event within 30 days) after the end of each month, unaudited
interim and year-to-date financial statements as of the end of such month (prepared on a consolidated and consolidating basis, if applicable), including balance sheet
and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that could reasonably be expected to
have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer or Chief Financial Officer to the effect that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, (ii) that they
are subject to normal year-end adjustments, and (iii) they do not contain certain non-cash items that are customarily included in quarterly and annual financial
statements; 
 (b) as soon as practicable (and in any event within 30 days) after the end of each calendar quarter, unaudited interim and year-to-date financial statements as of the end of such calendar quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and
related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that could reasonably be expected to have
a Material Adverse Effect, certified by Borrower’s Chief Executive Officer or Chief Financial Officer to the effect that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, and (ii) that they are
subject to normal year-end adjustments; as well as the most recent capitalization table for Borrower, including the weighted average exercise price of employee stock options; 

(c) as soon as practicable (and in any event within 30 days) after the end of each month and each quarter, key performance indicator reports;

 (d) as soon as practicable (and in any event within one hundred eighty (180) days) after the end of each fiscal year, unqualified
audited financial statements as of the end of such year (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows, and setting forth in comparative form the
corresponding figures for the preceding fiscal year, certified by a firm of independent certified public accountants selected by Borrower and reasonably acceptable to Agent, accompanied by any management report from such accountants; provided
however that Borrower shall have until October 31, 2019 to deliver the foregoing with respect to fiscal year ended December 31, 2018; 

(e) as soon as practicable (and in any event within 30 days) after the end of each month, a Compliance Certificate in the form of Exhibit E;

 (f) as soon as practicable (and in any event within 30 days) after the end of each month, a report showing agings of accounts receivable
and accounts payable; 
 (g) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial
statements or reports that Borrower has made available either to the holders of its Preferred Stock or to any lenders (including the lender providing Indebtedness described in clause (xi) of the defined term “Permitted Indebtedness”)
and copies of any regular, periodic and special reports or registration statements that Borrower files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or any national securities exchange;


  
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 (h) at the same time and in the same manner as it gives to its directors, copies of all
notices, minutes, consents and other materials that Borrower provides to its directors in connection with meetings of the Board of Directors, and within 30 days after each such meeting, minutes of such meeting, provided that in all cases Borrower
may exclude information that Borrower reasonably and in good faith believes is extremely sensitive; 
 (i) annual financial and business
projections and budget promptly following their approval by Borrower’s Board of Directors, and in any event, within 30 days after the beginning of such fiscal year, and promptly following any update to such projections or budget that is
approved by Borrower’s Board of Directors, as well as budgets, operating plans and other financial information reasonably requested by Agent; and 

(j) upon the acquisition of Collateral consisting of Shares or Instruments, immediately notify Agent thereof and deliver an updated Schedule
5.16, together with all original certificates representing such Shares and such Instruments, together with transfer powers or other instruments of transfer or other documents, duly executed in blank, in each case, in form satisfactory to Agent; 

(k) immediate notice if Borrower or any Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the
OFAC Lists or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. 

Borrower shall not (without the consent of Agent, such consent not to be unreasonably withheld or delayed), make any change in its (a) accounting
policies or reporting practices, except to the extent necessary to conformwith changes in GAAP or (b) fiscal years or fiscal quarters. The fiscal year of Borrower shall end on December 31. 

The executed Compliance Certificate may be sent via email to Agent at legal@htgc.com. All Financial Statements required to be delivered
pursuant to clauses (a), (b) and (c) shall be sent via e-mail to financialstatements@htgc.com with a copy to legal@htgc.com provided, that if e-mail is not
available or sending such Financial Statements via e-mail is not possible, they shall be faxed to Agent at: (650) 473-9194, attention Account Manager: SeatGeek, Inc..

 7.2 Management Rights. Borrower shall permit any representative that Agent or Lender authorizes, including its attorneys
and accountants, to inspect the Collateral and examine and make copies and abstracts of the books of account and records of Borrower at reasonable times and upon reasonable notice during normal business hours; provided, however, that so long as no
Event of Default has occurred and is continuing, such examinations shall be limited to no more often than once per fiscal year. In addition, any such representative shall have the right to meet with management and officers of Borrower to discuss
such books of account and records. In addition, Agent or Lender shall be entitled at reasonable times and intervals to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower. Such
consultations shall not unreasonably interfere with Borrower’s business operations. The parties intend that the rights granted Agent and Lender shall constitute “management rights” within the meaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Agent or Lender with respect to any business issues shall not be deemed to give Agent or Lender, nor be deemed an exercise
by Agent or Lender of, control over Borrower’s management or policies. 
 7.3 Further Assurances. Borrower shall from
time to time execute, deliver and file, alone or with Agent, any financing statements, security agreements, collateral assignments, notices, control agreements, promissory notes or other documents to perfect or give the highest priority to
Agent’s Lien on the Collateral or otherwise evidence Agent’s rights herein. Borrower shall from time to time procure any instruments or documents as may be reasonably requested by Agent, and take all further action that may be necessary,
or that Agent may reasonably request, to perfect and protect the Liens granted hereby and thereby. In addition, and for such purposes only, Borrower hereby authorizes Agent to execute and deliver on behalf of Borrower and to file such financing
statements (including an indication that the financing statement covers “all assets or all personal property” of Borrower in accordance with Section 9-504 of the UCC), collateral assignments,
notices, control agreements, 

  
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security agreements and other documents without the signature of Borrower either in Agent’s name or in the name of Agent as agent and attorney-in-fact for Borrower. Borrower shall protect and defend Borrower’s title to the Collateral and Agent’s Lien thereon against all Persons claiming any interest adverse to Borrower or Agent
other than Permitted Liens. 
 7.4 Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable
with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except for (a) the
conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion, (b) purchase money Indebtedness pursuant to its then applicable payment schedule, (c) prepayment by
any Subsidiary of (i) inter-company Indebtedness owed by such Subsidiary to any Borrower, or (ii) if such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Borrower or
(d) as otherwise permitted hereunder or approved in writing by Agent. 
 7.5 Collateral. Borrower shall at all times keep
the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted
Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and
assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or
suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its
obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which
case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and
defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear
from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such
Subsidiary’s assets. 
 7.6 Investments. Borrower shall not directly or indirectly acquire or own, or make any Investment
in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments. 
 7.7 Distributions.
Borrower shall not, and shall not allow any Subsidiary to, (a) repurchase or redeem any class of stock or other Equity Interest other than the Equity Interests of Parent pursuant to employee, director or consultant repurchase plans or other
similar agreements approved by Parent’s board of directors, provided, however, in each case the repurchase or redemption price does not exceed the original consideration paid for such stock or Equity Interest and is in compliance with clause
(iii) of the defined term Permitted Investments, or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest, except that a Subsidiary may pay dividends or make distributions to
Borrower, or (c) lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $100,000 in the aggregate or (d) waive, release or forgive any Indebtedness owed by any
employees, officers or directors in excess of $100,000 in the aggregate. 
 7.8 Transfers. Except for Permitted Transfers,
Borrower shall not, and shall not allow any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of its assets. 

7.9 Mergers or Acquisitions. Borrower shall not merge or consolidate, or permit any of its Subsidiaries to merge or consolidate,
with or into any other business organization (other than mergers or consolidations of (a) a Subsidiary which is not a Borrower into another Subsidiary or into Borrower or (b) a Borrower into another Borrower), or acquire, or permit any of
its Subsidiaries to acquire, in each case including for the avoidance of doubt, through a merger, purchase, in-licensing arrangement or any similar transaction, all or substantially all of the capital stock or
property of another Person. 

  
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 7.10 Taxes. Borrower and its Subsidiaries shall pay when due all material
taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Agent, Lender or the Collateral or upon Borrower’s ownership, possession, use,
operation or disposition thereof or upon Borrower’s rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. Notwithstanding the
foregoing, Borrower may contest, in good faith and by appropriate proceedings, taxes for which Borrower maintains adequate reserves therefor in accordance with GAAP. 

7.11 Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of
formation without twenty (20) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place
of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral
(other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit
B to another location described on Exhibit B) unless (i) it has provided prompt written notice to Agent, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee,
it has delivered a bailee agreement in form and substance reasonably acceptable to Agent. 
 7.12 Deposit Accounts. Neither
Borrower nor any Qualified Subsidiary shall maintain any Deposit Accounts, or accounts holding Investment Property, except with respect to which Agent has an Account Control Agreement and except for Excluded Accounts; provided however, that Borrower
shall have thirty (30) days following the Closing Date to comply with the foregoing with respect to its existing accounts maintained at Bank of America; and during such thirty (30) day period the aggregate amount maintained by Borrower or
any Qualified Subsidiary in all domestic Deposit Accounts and/or other domestic accounts holding Investment Property that are not subject to an Account Control Agreement shall not exceed $8,000,000 at any time (not including the balances maintained
in Excluded Accounts). The balance maintained in any Excluded Account shall not exceed the Maximum Permitted Balance set forth on Exhibit D with respect to such account at any time; provided however, any amount in excess of such Maximum Permitted
Balance with respect to Borrower’s account maintained with Transferwise or TopTix USA LLC’s account with Leumi shall be permitted as long as such excess is transferred to Borrower’s Account(s) that are subject to an Account Control
Agreement within three (3) Business Days of the occurrence of such excess. The aggregate balance of all foreign accounts maintained by all Subsidiaries that are not Borrower(s) shall not exceed $4,000,000 at any time. 

7.13 Subsidiaries. Borrower shall notify Agent of each Subsidiary formed subsequent to the Closing Date and, within 15 days of
formation, and if requested by Agent, shall cause any Qualified Subsidiary to execute and deliver to Agent a Joinder Agreement. 

7.14 [Reserved] 

7.15 Notification of Event of Default. Borrower shall notify Agent immediately of the occurrence of any Event of Default. 

7.16 Use of Proceeds. Borrower agrees that the proceeds of the Loans shall be used solely to pay related fees and expenses in
connection with this Agreement and for working capital and general corporate purposes. The proceeds of the Loans will not be used in violation of Anti-Corruption Laws or applicable Sanctions. 

7.17 Foreign Subsidiary Voting Rights. Borrower shall not, and shall not permit any Subsidiary, to amend or modify any governing
document of any Foreign Subsidiary of Borrower the effect of which is to require a vote of greater than 50.1% of the Equity Interests or voting rights of such entity for any decision or action of such entity. 

7.18 Subsidiary Downstreaming. Without limiting any other covenant set forth in this Agreement, Borrower shall not loan, invest,
transfer, or downstream any cash or other assets or property (including through cost-plus transfer arrangements) to any Subsidiary that is not a Borrower hereunder in excess of [$2,000,000 per fiscal quarter. 

  
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 7.19 Compliance with Laws. 

(a) Borrower shall maintain, and shall cause its Subsidiaries to maintain, compliance in all material respect with all applicable laws, rules
or regulations (including any law, rule or regulation with respect to the making or brokering of loans or financial accommodations), and shall, or cause its Subsidiaries to, obtain and maintain all required governmental authorizations, approvals,
licenses, franchises, permits or registrations reasonably necessary in connection with the conduct of Borrower’s business. Borrower shall not become an “investment company” or a company controlled by an “investment company”,
under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System). 

(b) Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or
indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate
to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit
of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or
(iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

 (c) Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its
Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of Borrower its directors
and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. 
 (d) None of Borrower, any of
its Subsidiaries or any of their respective directors, officers or employees, or to the knowledge of Borrower, any agent for Borrower or its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility
established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. 

7.20 Financial Covenants. None. 

7.21 Intellectual Property. 

(a) Borrower (i) shall protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly
advise Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Agent’s
written consent. 
 (b) If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall:
(x) provide Agent with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office
(excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Agent may request in its good faith business judgment to perfect and maintain a first priority perfected
security interest in favor of Agent in the proceeds of such Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States
Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. 
 (c)
Borrower shall provide written notice to Agent within ten (10) days of any Borrower entering or becoming bound by any material in-bound License (other than off the shelf software and services that are
commercially available to the public). 

  
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 7.22 Transactions with Affiliates. Borrower shall not and shall not permit any
Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with any Affiliate of Borrower or such Subsidiary on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that
might be obtained in an arm’s length transaction from a Person who is not an Affiliate of Borrower or such Subsidiary. 
 7.23
Pledged Collateral. Borrower shall, (a) at Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent
the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Collateral in favor of Agent thereon against the claim of any other Person; and
(b) upon obtaining any Shares after the Closing Date that are required be pledged in accordance with this Agreement, shall immediately (i) deliver to Agent an updated Schedule 5.16 hereto, in form and substance satisfactory to Agent,
identifying such additional Shares, and (ii) deliver or otherwise cause the transfer of such additional Shares (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and
substance satisfactory to Agent) to Agent. Borrower hereby authorizes Agent to attach such updated Schedule 5.16 to this Agreement and agrees that all Shares listed thereon shall for all purposes hereunder constitute Pledged Collateral. 

7.24 Post-Closing Covenants. 

(a) On or before June 14, 2019, Borrower shall deliver to Agent a fully executed Account Control Agreement with respect to its investment
account maintained at Silicon Valley Bank, numbered 19-SV1244-56547, in form and substance satisfactory to Agent. 

(b) Within thirty (30) days of the Closing Date, Borrower shall deliver to Agent each of the following, in form and substance
satisfactory to Agent: (i) the share certificates representing the Shares held by Borrower, if certificated, and duly executed stock powers/stock transfer forms executed in blank; (ii) landlord waiver with respect to Borrower’s
headquarters location in New York, and such other locations as Agent requires, and (iii) the original signed Warrant issued on the Closing Date. 

(c) Within sixty (60) days of the Closing Date, Borrower shall deliver to Agent each of the following, in form and substance satisfactory
to Agent: evidence of the dissolution of TopTix USA, LLC, a South Carolina limited liability company, and TopTix Technologies, Inc., a New York corporation and the distribution of all assets of such Subsidiaries to Borrower (or executed Joinder
Agreements by such Subsidiaries and such other documents and instruments as Agent may reasonably request to effectuate the joining of such Subsidiaries as Borrowers hereunder). 

(d) Within thirty (30) days following Borrower’s relocation of its headquarters from the address listed in Section 11.2 as of
the Closing Date, Borrower shall use best efforts to deliver to Agent, in form and substance satisfactory to Agent a landlord waiver with respect to Borrower’s new headquarters location. 

SECTION 8. RIGHT TO INVEST 

8.1 Lender or its assignee or nominee shall have the right, in its discretion, to participate in any Subsequent Financing in an amount
of up to One Million Dollars ($1,000,000) on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall survive the repayment of
indebtedness under, and otherwise shall survive the expiration or other termination of, the Loan Agreement. 
 SECTION 9. EVENTS OF
DEFAULT 
 The occurrence of any one or more of the following events shall be an Event of Default: 

9.1 Payments. Borrower fails to pay any amount due under this Agreement or any of the other Loan Documents on the due date;
provided, however, that an Event of Default shall not occur on account of a failure to pay due solely to an administrative or operational error of Agent or Lender or Borrower’s bank if Borrower had the funds to make the payment when due and
makes the payment within three (3) Business Days following Borrower’s knowledge of such failure to pay; or 

  
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 9.2 Covenants. Borrower breaches or defaults in the performance of any
covenant or Secured Obligation under this Agreement, or any of the other Loan Documents or any other agreement among Borrower, Agent and Lender, and (a) with respect to a default under any covenant under this Agreement (other than under
Sections 6, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.15, 7.16, 7.17, 7.18, 7.19, 7.20, and 7.25 any other Loan Document or any other agreement among Borrower, Agent and Lender, such default continues for more than ten (10) days after the earlier of the
date on which (i) Agent or Lender has given notice of such default to Borrower and (ii) Borrower has actual knowledge of such default or (b) with respect to a default under any of Sections 6, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.15, ,
7.16, 7.17, 7.18, 7.19, 7.20, or 7.25, the occurrence of such default; or 
 9.3 Investor Abandonment. Agent determines that
it is the intention of Borrower’s investors to not continue to fund Borrower in the amounts and timeframe necessary to maintain its business operations or satisfy the Borrower’s obligations (including, but not limited to, all Secured
Obligations), and it is the intention of Borrower’s investors to not continue to fund, or arrange for the funding of Borrower in the amounts and timeframe reasonably necessary to enable Borrower to satisfy the requirements herein; or 

9.4 Representations. Any representation or warranty made by Borrower in any Loan Document or in the Warrant shall have been
false or misleading in any material respect when made or when deemed made; or 
 9.5 Insolvency. (a) Borrower (i) shall
make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in
bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation
pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or
more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority
shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (b) either (i) thirty (30) days shall have expired after the commencement of any Insolvency Proceeding or any other
involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders
or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or
(iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order
granting the relief sought in any such proceedings; or (v) thirty (30) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any
substantial part of the properties of Borrower without such appointment being vacated; or 
 9.6 Attachments; Judgments. Any
portion of Borrower’s assets is attached or seized, or a levy is filed against any such assets, or a judgment or judgments is/are entered for the payment of money (not covered by independent third party insurance as to which liability has not
been rejected by such insurance carrier), individually or in the aggregate, of at least $100,000 or which could otherwise reasonably be expected to result in a Material Adverse Effect, or Borrower is enjoined or in any way prevented by court order
from conducting any part of its business; or 
 9.7 Other Obligations. The occurrence of any default under (a) any
agreement or obligation of Borrower involving any Indebtedness in excess of $100,000 which could entitle or permit any Person to accelerate such Indebtedness, or (b) any other material agreement or obligation whereby, a Material Adverse Effect
could reasonably be expected to result from such default. 
 SECTION 10. REMEDIES 

10.1 General. Upon and during the continuance of any one or more Events of Default, (i) Agent may, and at the direction of
the Required Lenders shall, accelerate and demand payment of all or any part of the Secured Obligations together with a Prepayment Charge and declare them to be immediately due and payable (provided, that upon the occurrence of an Event of Default
of the type described in Section 9.5, all of the Secured Obligations 

  
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(including, without limitation, the Prepayment Charge) shall automatically be accelerated and made due and payable, in each case without any further notice or act), (ii) Agent may, at its option,
sign and file in Borrower’s name any and all collateral assignments, notices, control agreements, security agreements and other documents it deems necessary or appropriate to perfect or protect the repayment of the Secured Obligations, and in
furtherance thereof, Borrower hereby grants Agent an irrevocable power of attorney coupled with an interest, and (iii) Agent may notify any of Borrower’s account debtors to make payment directly to Agent, compromise the amount of any such
account on Borrower’s behalf and endorse Agent’s name without recourse on any such payment for deposit directly to Agent’s account. Agent may, and at the direction of the Required Lenders shall, exercise all rights and remedies with
respect to the Collateral under the Loan Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of
the Collateral and the right to occupy, utilize, process and commingle the Collateral. All Agent’s rights and remedies shall be cumulative and not exclusive. 

10.2 Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the
direction of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially
reasonable preparation or processing, in such order as Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Borrower agrees that any such public or private sale may occur upon ten
(10) calendar days’ prior written notice to Borrower. Agent may require Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent. The proceeds of any sale, disposition or other realization upon all
or any part of the Collateral shall be applied by Agent in the following order of priorities: 
 First, to Agent and Lender in an amount
sufficient to pay in full Agent’s and Lender’s reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.11; 

Second, to Lender in an amount equal to the then unpaid amount of the Secured Obligations (including principal, interest, subject to increase
in accordance with Section 2.4), in such order and priority as Agent may choose in its sole discretion; and 
 Finally, after the full
and final payment in Cash of all of the Secured Obligations (other than inchoate obligations), to any creditor holding a junior Lien on the Collateral, or to Borrower or its representatives or as a court of competent jurisdiction may direct. 

Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a
secured party under the UCC. 
 10.3 No Waiver. Agent shall be under no obligation to marshal any of the Collateral for the
benefit of Borrower or any other Person, and Borrower expressly waives all rights, if any, to require Agent to marshal any Collateral. 

10.4 Pledged Collateral. Upon the occurrence and during the continuation of an Event of Default, (a) at Agent’s
election and upon notice to Borrower, Agent may vote any or all Shares (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the
liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Shares and otherwise act with respect thereto as though it were the outright owner thereof; (b) Agent may demand, sue for,
collect or make any compromise or settlement Agent deems suitable in respect of any Shares; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral, for cash or credit or both and upon such
terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by Borrower or any notice or advertisement whatsoever except as expressly provided herein or as
may otherwise be required by law; (d) Agent may cause all or any part of the Pledged Equity to be transferred into its name or the name of its nominee or nominees; and (e) Agent may exercise all membership or partnership, as applicable,
rights, powers and privileges to the same extent as Borrower is entitled to exercise such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or
hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Borrower, to the fullest extent permitted by law). Borrower recognizes that the Collateral Agent may be unable to effect a public sale or other
disposition of its Shares by reason of certain prohibitions contained in securities laws and other applicable 

  
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laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Borrower agrees that any such private sales may be at prices and other terms less
favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the
Pledged Collateral for the period of time necessary to permit the issuer of Shares to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. Borrower agrees to use its best
efforts to cause each issuer of the Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at Borrower’s expense, all such instruments and documents, and to do or
cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Shares from registration under the provisions of applicable laws, and to make all amendments to such instruments and
documents which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of applicable laws and the rules and regulations of the Securities and Exchange Commission applicable thereto. 

10.5    Cumulative Remedies. The rights, powers and remedies of Agent hereunder shall be in addition to all
rights, powers and remedies given by statute or rule of law and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of or election of remedies with respect to any
other rights, powers and remedies of Agent. 
 SECTION 11. MISCELLANEOUS 

11.1    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and duration of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this Agreement. 

11.2    Notice. Except as otherwise provided herein, any notice, demand, request, consent, approval,
declaration, service of process or other communication (including the delivery of Financial Statements) that is required, contemplated, or permitted under the Loan Documents or with respect to the subject matter hereof shall be in writing, and shall
be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by electronic mail or hand delivery or delivery by an overnight express service or overnight mail delivery service; or
(ii) the third calendar day after deposit in the United States of America mails, with proper first class postage prepaid, in each case addressed to the party to be notified as follows: 

(a)    If to Agent: 

HERCULES CAPITAL, INC. 
 Legal
Department 
 Attention: Chief Legal Officer and Steve Kuo 

400 Hamilton Avenue, Suite 310 

Palo Alto, CA 94301 
 email:
legal@htgc.com and skuo@htgc.com 
 Telephone: 650-289-3060

 (b)    If to Lender: 

HERCULES CAPITAL, INC. 
 Legal
Department 
 Attention: Chief Legal Officer and Steve Kuo 

400 Hamilton Avenue, Suite 310 

Palo Alto, CA 94301 
 email:
legal@htgc.com and skuo@htgc.com 
 Telephone: 650-289-3060


  
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	 	(c)	 If to Borrower: 



SEATGEEK, INC. 
 400 Lafayette
Street, 4th Floor 
 New York, NY 10003 

Attention: Adam Lichstein 

email: legal@seatgeek.com 

Telephone: 888-506-4101 

EVERY FAN TICKETS, LLC 
 400
Lafayette Street, 4th Floor 
 New York, NY 10003 

Attention: John Tacy 
 email:
legal@seatgeek.com 
 Telephone: 646-246-3688 

or to such other address as each party may designate for itself by like notice. 

11.3 Entire Agreement; Amendments. 

(a) This Agreement and the other Loan Documents constitute the entire agreement and understanding of the parties hereto in respect of the
subject matter hereof and thereof, and supersede and replace in their entirety any prior proposals, term sheets, non-disclosure or confidentiality agreements, letters, negotiations or other documents or
agreements, whether written or oral, with respect to the subject matter hereof or thereof (including Agent’s proposal letter dated May 24, 2019 and the Non-Disclosure Agreement). 

(b) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in
accordance with the provisions of this Section 11.3(b). The Required Lenders and Borrower party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Agent and the Borrower party to the relevant Loan
Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Borrower hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Agent, as the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final
scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof, or
increase the amount or extend the expiration date of any Lender’s Term Commitment, in each case without the written consent of each Lender directly affected thereby; (B) eliminate or reduce the voting rights of any Lender under this
Section 11.3(b) without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents, release all or substantially all of the Collateral or release Borrower from its obligations under the Loan Documents, in each case without the written consent of all Lenders; or (D) amend, modify or waive
any provision of Section 11.17 without the written consent of the Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each Lender and shall be binding upon Borrower, the Lender, the Agent and all
future holders of the Loans. 
 11.4 No Strict Construction. The parties hereto have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this Agreement. 
 11.5 No Waiver. The powers conferred
upon Agent and Lender by this Agreement are solely to protect its rights hereunder and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon Agent or Lender to exercise any such powers. No omission or
delay by Agent or Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by Borrower at any time designated, shall be a waiver of any such right or remedy to
which Agent or Lender is entitled, nor shall it in any way affect the right of Agent or Lender to enforce such provisions thereafter. 

  
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 11.6 Survival. All agreements, representations and warranties contained in
this Agreement and the other Loan Documents or in any document delivered pursuant hereto or thereto shall be for the benefit of Agent and Lender and shall survive the execution and delivery of this Agreement. Sections 6.3, 8.1, 11.14 and 11.17 shall
survive the termination of this Agreement. 
 11.7 Successors and Assigns. The provisions of this Agreement and the other Loan
Documents shall inure to the benefit of and be binding on Borrower and its permitted assigns (if any). Borrower shall not assign its obligations under this Agreement or any of the other Loan Documents without Agent’s express prior written
consent, and any such attempted assignment shall be void and of no effect. Agent and Lender may assign, transfer, or endorse its rights hereunder and under the other Loan Documents without prior notice to Borrower, and all of such rights shall inure
to the benefit of Agent’s and Lender’s successors and assigns; provided that as long as no Event of Default has occurred and is continuing, neither Agent nor any Lender may assign, transfer or endorse its rights hereunder or under the Loan
Documents to any party that is a direct competitor of Borrower (as reasonably determined by Agent), it being acknowledged that in all cases, any transfer to an Affiliate of any Lender or Agent shall be allowed. . Notwithstanding the foregoing,
(x) in connection with any assignment by a Lender as a result of a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Agent and Lender may assign, transfer or indorse its rights
hereunder and under the other Loan Documents to any Person or party and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Agent and Lender may assign,
transfer or indorse its rights hereunder and under the other Loan Documents to any Person or party providing such financing or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a
default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge or assignment under this clause (y) shall release such Lender from any of its obligations
hereunder or substitute any such Person or party for such Lender as a party hereto until Agent shall have received and accepted an effective assignment agreement from such Person or party in form satisfactory to Agent executed, delivered and fully
completed by the applicable parties thereto, and shall have received such other information regarding such assignee as Agent reasonably shall require 

11.8 Governing Law. This Agreement and the other Loan Documents have been negotiated and delivered to Agent and Lender in the
State of California, and shall have been accepted by Agent and Lender in the State of California. Payment to Agent and Lender by Borrower of the Secured Obligations is due in the State of California. This Agreement and the other Loan Documents shall
be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. 

11.9 Consent to Jurisdiction and Venue. All judicial proceedings (to the extent that the reference requirement of
Section 11.10 is not applicable) arising in or under or related to this Agreement or any of the other Loan Documents (except as expressly provided otherwise in any other Loan Document) shall be brought in the State of California in state court
located in Santa Clara County or in federal court located in San Jose or San Francisco. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) submits to and consents to exclusive jurisdiction of such
courts, except that Agent may bring suit or take legal action in any other jurisdiction to realize on the Collateral or any other security for the Secured Obligations or as provided in any other Loan Document; (b) waives and agrees not to
assert any objection as to lack of personal jurisdiction, improper venue or forum non conveniens; and (c) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement or the other Loan Documents. Service of
process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 11.2, and shall be deemed effective and received as set forth
in Section 11.2, and each party hereby waives personal service of the summons, complaint or any other process issued in such action or suit. 

11.10 Mutual Waiver of Jury Trial / Judicial Reference. 

(a) Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced
and expert Person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. BORROWER, AGENT AND LENDER SPECIFICALLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) 

  
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ASSERTED BY BORROWER AGAINST AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE OR BY AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE AGAINST BORROWER. This waiver extends to all such Claims, including Claims
that involve Persons other than Agent, Borrower and Lender; Claims that arise out of or are in any way connected to the relationship among Borrower, Agent and Lender; and any Claims for damages, breach of contract, tort, specific performance, or any
equitable or legal relief of any kind, arising out of this Agreement, any other Loan Document. 
 (b) If the waiver of jury trial set forth
in Section 11.10(a) is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable
referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Santa Clara County, California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery
applicable to such proceeding. 
 (c) In the event Claims are to be resolved by judicial reference, either party may seek from a court
identified in Section 11.9, any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by
judicial reference. 
 11.11 Professional Fees. Borrower promises to pay Agent’s and Lender’s fees and expenses necessary
to finalize the loan documentation, including but not limited to reasonable attorneys’ fees, UCC searches, filing costs, and other miscellaneous expenses. In addition, Borrower promises to pay any and all reasonable attorneys’ and other
professionals’ fees and expenses incurred by Agent and Lender after the Closing Date in connection with or related to: (a) the Loan; (b) the administration, collection, or enforcement of the Loan; (c) the amendment or
modification of the Loan Documents; (d) any waiver, consent, release, or termination under the Loan Documents; (e) the protection, preservation, audit, field exam, sale, lease, liquidation, or disposition of Collateral or the exercise of
remedies with respect to the Collateral; (f) any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to Borrower or the Collateral, and any appeal or review thereof; and (g) any
bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to Borrower, the Collateral, the Loan Documents, including representing Agent or Lender in any adversary proceeding or
contested matter commenced or continued by or on behalf of Borrower’s estate, and any appeal or review thereof. 
 11.12
Confidentiality. Agent and Lender acknowledge that certain items of Collateral and information provided to Agent and Lender by Borrower are confidential and proprietary information of Borrower, if and to the extent such information either
(x) is marked as confidential by Borrower at the time of disclosure, or (y) should reasonably be understood to be confidential (the “Confidential Information”). Accordingly, Agent and Lender agree that any Confidential
Information it may obtain in the course of acquiring, administering, or perfecting Agent’s security interest in the Collateral shall not be disclosed to any other Person or entity in any manner whatsoever, in whole or in part, without the prior
written consent of Borrower, except that Agent and Lender may disclose any such information: (a) to its own directors, officers, employees, accountants, counsel and other professional advisors and to its Affiliates if Agent or Lender in their
sole discretion determines that any such party should have access to such information in connection with such party’s responsibilities in connection with the Loan or this Agreement and, provided that such recipient of such Confidential
Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information;
(b) if such information is generally available to the public; (c) if required or appropriate in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over Agent or Lender;
(d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by Agent’s or Lender’s counsel; (e) to comply with any legal requirement or
law applicable to Agent or Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including Agent’s sale, lease, or other disposition of Collateral after default;
(g) to any participant or assignee of Agent or Lender or any prospective participant or assignee; provided, that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to
disclosure; or (h) otherwise with the prior consent of Borrower; provided, that any disclosure made in violation of this Agreement shall not affect the obligations of Borrower or any of its Affiliates or any guarantor under this Agreement or
the other Loan Documents. Agent’s and Lender’s obligations under this Section 11.12 shall supersede all of their respective obligations under the Non-Disclosure Agreement. 

  
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 11.13 Assignment of Rights. Borrower acknowledges and understands that Agent
or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender”
as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest
not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it
of any promissory notes evidencing the Secured Obligations (if any), it will endorse thereon a notation as to the portion of the principal of such note(s), which shall have been paid at the time of such transfer and as to the date to which interest
shall have been last paid thereon. 
 11.14 Revival of Secured Obligations. This Agreement and the Loan Documents shall remain
in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is
appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Agent or Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be
effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or
must otherwise be restored or returned by, or is recovered from, Agent, Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment,
performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be
deemed, without any further action or documentation, to have been revived and reinstated. 
 11.15 Counterparts. This
Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of
which counterparts shall constitute but one and the same instrument. 
 11.16 No Third Party Beneficiaries. No provisions of
the Loan Documents are intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any Person other than Agent, Lender and Borrower unless specifically provided otherwise herein, and,
except as otherwise so provided, all provisions of the Loan Documents will be personal and solely among Agent, the Lender and the Borrower. 

11.17 Agency. 

(a) Lender hereby irrevocably appoints Hercules Capital, Inc. to act on its behalf as the Agent hereunder and under the other Loan Documents
and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. 

(b) Lender agrees to indemnify the Agent in its capacity as such (to the extent not reimbursed by Borrower and without limiting the obligation
of Borrower to do so), according to its respective Term Commitment percentages (based upon the total outstanding Term Commitments) in effect on the date on which indemnification is sought under this Section 11.17, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against the Agent in any way relating to or arising
out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any
of the foregoing; The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder. 

  
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 (c) Agent in Its Individual Capacity. The Person serving as the Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” shall, unless otherwise expressly indicated or unless the context otherwise
requires, include each such Person serving as Agent hereunder in its individual capacity. 
 (d) Exculpatory Provisions. The Agent shall
have no duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent shall not: 

(i) be subject to any fiduciary or other implied duties, regardless of whether any default or any Event of Default has occurred and is
continuing; 
 (ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Lender, provided that the Agent shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law; and 
 (iii) except as expressly
set forth herein and in the other Loan Documents, have any duty to disclose, and the Agent shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by any
Person serving as the Agent or any of its Affiliates in any capacity. 
 (e) The Agent shall not be liable for any action taken or not taken
by it (i) with the consent or at the request of the Lender or as the Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence or willful misconduct. 

(f) The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

 (g) Reliance by Agent. Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement,
certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case
of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Agent may consult with counsel, and any opinion or legal advice of such counsel
shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Agent hereunder or under any Loan Documents in accordance therewith. Agent shall have the right at any time to seek instructions
concerning the administration of the Collateral from any court of competent jurisdiction. Agent shall not be under any obligation to exercise any of the rights or powers granted to Agent by this Agreement, the Loan Agreement and the other Loan
Documents at the request or direction of Lenders unless Agent shall have been provided by Lender with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or
direction. 
 11.18 Publicity. None of the parties hereto nor any of its respective member businesses and Affiliates shall,
without the other parties’ prior written consent (which shall not be unreasonably withheld or delayed), publicize or use (a) the other party’s name (including a brief description of the relationship among the parties hereto), logo or
hyperlink to such other parties’ web site, separately or together, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together,


  
 31 












 
the “ Publicity Materials”); (b) the names of officers of such other parties in the Publicity Materials; and (c) such other parties’ name, trademarks, servicemarks in any news
or press release concerning such party; provided however, notwithstanding anything to the contrary herein, no such consent shall be required (i) to the extent necessary to comply with the requests of any regulators, legal requirements or laws
applicable to such party, pursuant to any listing agreement with any national securities exchange (so long as such party provides prior notice to the other party hereto to the extent reasonably practicable) and (ii) to comply with
Section 11.12. 
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LEFT BLANK] 

  
 32 












 IN WITNESS WHEREOF, Borrower, Agent and Lender have duly executed and delivered this Loan
and Security Agreement as of the day and year first above written. 
  

			
	BORROWER:
	
	SEATGEEK, INC.
		
	Signature:	 	/s/ John B Tacy
	Print Name:	 	John B Tacy
	Title:	 	CFO
	
	EVERY FAN TICKETS, LLC
		
	Signature:	 	/s/ John B Tacy
	 Print Name:
	 	 John B Tacy

	 Title:
	 	 Manager














 Accepted in Palo Alto, California: 

 

			
	AGENT:
	
	HERCULES CAPITAL, INC.
		
	Signature:	 	/s/ Zhuo Huang
	Print Name:	 	Zhuo Huang
	Title:	 	Associate General Counsel
	
	LENDER:
	
	HERCULES CAPITAL, INC.
		
	Signature:	 	/s/ Zhuo Huang
	Print Name:	 	Zhuo Huang
	Title:	 	Associate General Counsel













 Table of Addenda, Exhibits and Schedules 

 

			
	Exhibit A:	  	 Advance Request
 Attachment to Advance
Request

		
	Exhibit B:	  	Name, Locations, and Other Information for Borrower
		
	Exhibit C:	  	Patents, Trademarks, Copyrights and Licenses
		
	Exhibit D:	  	Deposit Accounts and Investment Accounts
		
	Exhibit E:	  	Compliance Certificate
		
	Exhibit F:	  	Joinder Agreement
		
	Exhibit G:	  	ACH Debit Authorization Agreement
		
	Schedule 1.1	  	Commitments
	Schedule 1A	  	Existing Indebtedness
	Schedule 1B	  	Existing Investments
	Schedule 1C	  	Existing Permitted Liens
	Schedule 5.3	  	Consents, Etc.
	Schedule 5.14	  	Subsidiaries; Capitalization
	Schedule 5.16	  	Pledged Collateral












 EXHIBIT A 

ADVANCE REQUEST 
  

											
	To:	  	  Agent:	  	 	Date:	 	  	 	__________, 201_	 

 Hercules Capital, Inc. (the “Agent”) 

400 Hamilton Avenue, Suite 310 

Palo Alto, CA 94301 
 email:
legal@htgc.com 
 Attn: Steve Kuo 
 Re: Loan
and Security Agreement dated as of June __, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among SeatGeek, Inc., a Delaware corporation, each of its Qualified Subsidiaries from
time to time party to the Agreement (individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (collectively, “Lender”)
and Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for Lender (in such capacity, “Agent”). 

Borrower hereby requests Agent to cause Lender to make an Advance in the amount of _____________________ Dollars ($________________) on ______________, _____
(the “Advance Date”) pursuant to the Agreement. Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. 

Please: 
  

							
	 (a)   Issue a check payable to Borrower
	  		  	
		  		  	  
	  	
	or	  		  		  	
	 (b)   Wire Funds to Borrower’s account
	  		  	
		  		  	  
	  	
				
	 Bank:
	  		  		  	
		  	  
	  		  	
	 Address:
	  		  		  	
		  	  
	  		  	
		  	  
	  		  	
	 ABA Number:
	  		  		  	
		  	  
	  		  	
	 Account Number:
	  		  		  	
		  	  
	  		  	
	 Account Name:
	  		  		  	
		  	  
	  		  	
	 Contact Person:
	  		  		  	
		  	  
	  		  	
	 Phone Number
	  		  		  	
	 To Verify Wire Info: 
	  	  
	  		  	
	 Email address:
	  		  		  	
		  	  
	  		  	

 Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and
shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the
representations and warranties set forth in the Loan Documents are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the
Advance Date, no fact or condition exists that constitutes (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Agent has the right to
review the financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance. 











 Borrower hereby represents that Borrower’s jurisdiction of organization, organizational
form, legal name and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request. 

Borrower agrees to notify Agent promptly before the funding of the Loan if any of the matters which have been represented above shall not be
true and correct on the funding date and if Agent has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date. 

Executed as of [    ], 20[    ]. 

 

	
	 SeatGeek, Inc.,
 on behalf of itself and each
Qualified Subsidiary:

	
	SIGNATURE:________________________
	TITLE:_____________________________
	 PRINT NAME:______________________














 ATTACHMENT TO ADVANCE REQUEST 

Dated: _______________________ 
 Borrower hereby
represents and warrants to Agent that Borrower’s current name and organizational status is as follows: 
  

			
	 Name:
	  	SEATGEEK, INC.
		
	 Type of organization:
	  	Corporation
		
	 State of organization:
	  	Delaware
		
	 Organization file number:
	  	4760491
		
	 Name:
	  	EVERY FAN TICKETS, LLC
		
	 Type of organization:
	  	Limited liability company
		
	 State of organization:
	  	Delaware
		
	 Organization file number:
	  	7385190

 Borrower hereby represents and warrants to Agent that the street addresses, cities, states and postal codes of its current
locations are as follows: 











 EXHIBIT B 

NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER 

1. Borrower represents and warrants to Agent that Borrower’s current name and organizational status as of the Closing Date is as follows:

  

					
		 	Name:	  	SEATGEEK, INC.
			
		 	Type of organization:	  	Corporation
			
		 	State of organization:	  	Delaware
			
		 	Organization file number:	  	4760491
			
		 	Name:	  	EVERY FAN TICKETS, LLC
			
		 	Type of organization:	  	Limited liability company
			
		 	State of organization:	  	Delaware
			
		 	Organization file number:	  	7385190

 2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date, Borrower
did not do business under any other name or organization or form except the following: 
 3. Borrower represents and warrants to Agent that
its chief executive office is located at 400 Lafayette Street, New York, NY 10003. 











 EXHIBIT C 

PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES 

PATENTS 











 EXHIBIT D 

BORROWER’S DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS 











 TRADEMARK 











 EXHIBIT E 

COMPLIANCE CERTIFICATE 
 Hercules Capital,
Inc. (as “Agent”) 
 400 Hamilton Avenue, Suite 310 

Palo Alto, CA 94301 
 Reference is made to that
certain Loan and Security Agreement dated June __, 2019 and the Loan Documents (as defined therein) entered into in connection with such Loan and Security Agreement all as may be amended from time to time (hereinafter referred to collectively as the
“Loan Agreement”) by and among Hercules Capital, Inc. (the “Agent”), the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”) and Hercules Capital,
Inc., as agent for the Lender and SeatGeek, Inc. (the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. 

The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of
information regarding the Company; hereby certifies, in such capacity, that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending ___________ of all covenants, conditions and terms and
hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents
supporting the above certification. The undersigned further certifies that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and
are consistent from one period to the next except as explained below. 
  

					
	REPORTING REQUIREMENT	  	REQUIRED	  	CHECK IF ATTACHED
	 Monthly Financial Statements
	  	Monthly within 30 days	  	[_]
			
	 Compliance Certificate
	  	Monthly within 30 days	  	[_]
			
	 Key Performance Indicator Reports
	  	Monthly and Quarterly, within 30 days	  	[_]
			
	 Quarterly Financial Statements
	  	Quarterly within 30 days	  	[_]
			
	 Audited Financial Statements
	  	Annually within 150 days	  	[_]
			
	 Board Approved Budget and Projections
	  	Annually, within 30 days prior to fiscal year end, and promptly upon any Board approved update	  	[_]
			
	 A/R and A/P Aging Report
	  	Monthly, within 30 days	  	[_]
			
	 Copies of Board notices, minutes, consents and other materials
	  	When delivered to the Board (minutes of meetings within 30 days)	  	[_]
			
	OTHER COVENANTS	  	REQUIRED	  	ACTUAL
	 Downstreaming/Investments in Foreign Subsidiaries
	  	 £ $______________
	  	 $______________













 The undersigned hereby confirms the below disclosed accounts represent all depository
accounts and securities accounts presently open in the name of each Borrower or Subsidiary, as applicable. 
  

															
	 	  	 	 	  	Depository
AC #	  	Financial
Institution	  	Account Type
(Depository /
Securities)	  	Last Month
Ending
Account
Balance	  	Purpose of
Account
	 BORROWER Name/Address:
	  		
		  	 	1	 	  		  		  		  		  	
	  	 	2	 	  		  		  		  		  	
	  	 	3	 	  		  		  		  		  	
	  	 	4	 	  		  		  		  		  	
	  	 	5	 	  		  		  		  		  	
	  	 	6	 	  		  		  		  		  	
		
	 SUBSIDIARY / AFFILIATE COMPANY Name/Address
	  		
		  	 	1	 	  		  		  		  		  	
	  	 	2	 	  		  		  		  		  	
	  	 	3	 	  		  		  		  		  	
	  	 	4	 	  		  		  		  		  	
	  	 	5	 	  		  		  		  		  	
	  	 	6	 	  		  		  		  		  	

 Were any accounts above opened since the last Compliance Certificate? Yes ____ / No ____ 

 

			
	 Very Truly Yours,

	
	 SeatGeek, Inc.

		
	 By:
	 	
		 	  

	 Name:
	 	
		 	  

	 Title:
	 	
		 	  














 EXHIBIT F 

FORM OF JOINDER AGREEMENT 

This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [        ],
20[    ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”). 

RECITALS 
 A.
Subsidiary’s Affiliate, SeatGeek, Inc. (“Company”) [has entered/desires to enter] into that certain Loan and Security Agreement dated June __, 2019, with the several banks and other financial institutions or entities from time to time
party thereto as lender (collectively, the “Lender”) and the Agent, as such agreement may be amended (the “Loan Agreement”), together with the other agreements executed and delivered in connection therewith; 

B. Subsidiary acknowledges and agrees that it will benefit both directly and indirectly from Company’s execution of the Loan Agreement
and the other agreements executed and delivered in connection therewith; 
 AGREEMENT 

NOW THEREFORE, Subsidiary and Agent agree as follows: 
  

	1.	 The recitals set forth above are incorporated into and made part of this Joinder Agreement. Capitalized terms
not defined herein shall have the meaning provided in the Loan Agreement. 


  

	2.	 By signing this Joinder Agreement, Subsidiary shall be bound by the terms and conditions of the Loan Agreement
the same as if it were the Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis mutandis, provided however, that (a) with respect to (i) Section 5.1 of the Loan Agreement, Subsidiary represents that it is an
entity duly organized, legally existing and in good standing under the laws of [        ], (b) neither Agent nor Lender shall have any duties, responsibilities or obligations to Subsidiary arising under or
related to the Loan Agreement or the other Loan Documents, (c) that if Subsidiary is covered by Company’s insurance, Subsidiary shall not be required to maintain separate insurance or comply with the provisions of Sections 6.1 and 6.2 of
the Loan Agreement, and (d) that as long as Company satisfies the requirements of Section 7.1 of the Loan Agreement, Subsidiary shall not have to provide Agent separate Financial Statements. To the extent that Agent or Lender has any
duties, responsibilities or obligations arising under or related to the Loan Agreement or the other Loan Documents, those duties, responsibilities or obligations shall flow only to Company and not to Subsidiary or any other Person or entity. By way
of example (and not an exclusive list): (i) Agent’s providing notice to Company in accordance with the Loan Agreement or as otherwise agreed among Company, Agent and Lender shall be deemed provided to Subsidiary; (ii) a Lender’s
providing an Advance to Company shall be deemed an Advance to Subsidiary; and (iii) Subsidiary shall have no right to request an Advance or make any other demand on Lender. 



 

	3.	 Subsidiary agrees not to certificate its equity securities without Agent’s prior written consent, which
consent may be conditioned on the delivery of such equity securities to Agent in order to perfect Agent’s security interest in such equity securities. 


  

	4.	 Subsidiary acknowledges that it benefits, both directly and indirectly, from the Loan Agreement, and hereby
waives, for itself and on behalf on any and all successors in interest (including without limitation any assignee for the benefit of creditors, receiver, bankruptcy trustee or itself as
debtor-in-possession under any bankruptcy proceeding) to the fullest extent provided by law, any and all claims, rights or defenses to the enforcement of this Joinder
Agreement on the basis that (a) it failed to receive adequate consideration for the execution and delivery of this Joinder Agreement or (b) its obligations under this Joinder Agreement are avoidable as a fraudulent conveyance.



  

	5.	 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or
otherwise) of all the Secured Obligations, Subsidiary grants to Agent a security interest in all of Subsidiary’s right, title, and interest in and to the Collateral. 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 











 [SIGNATURE PAGE TO JOINDER AGREEMENT] 

SUBSIDIARY: 
 _________________________________. 

 

			
	By:	 	 
	Name:	 	 
	Title:	 	 

  

			
	Address:
	 
	 
	Telephone:	 	 
	email:	 	 

 AGENT: 
 HERCULES CAPITAL, INC.

  

			
	By:	 	 
	Name:	 	 
	Title:	 	 

 Address: 
 400 Hamilton Ave.,
Suite 310 
 Palo Alto, CA 94301 
 email: legal@htgc.com 

Telephone: 650-289-3060 











 EXHIBIT G 

ACH DEBIT AUTHORIZATION AGREEMENT 

Hercules Capital, Inc. 
 Hercules Technology III, L.P. 

400 Hamilton Avenue, Suite 310 
 Palo Alto, CA 94301 

Re: Loan and Security Agreement dated June __, 2019 (the “Agreement”) by and among SeatGeek, Inc. (“Borrower”) and
Hercules Capital, Inc., as agent (“Agent”) and the lenders party thereto (collectively, the “Lender”) 
 In connection with the above
referenced Agreement, Borrower hereby authorizes the Agent to initiate debit entries for (i) the periodic payments due under the Agreement and
(ii) out-of-pocket legal fees and costs incurred by Agent or Lender pursuant to Section 11.11 of the Agreement to the Borrower’s account indicated below.
Borrower authorizes the depository institution named below to debit to such account. 
  

			
	DEPOSITORY NAME  	  	BRANCH  
	 	 
	CITY  	  	STATE AND ZIP CODE  
	 	 
	TRANSIT/ABA NUMBER  	  	ACCOUNT NUMBER  

 This authority will remain in full force and effect so long as any amounts are due under the Agreement. 

BORROWER: 
 SeatGeek, Inc. 

By: _________________________________________ 
 Name:
_______________________________________ 
 Title: _________________________________________ 

Date: ________________________________________ 











 SCHEDULE 1.1 

COMMITMENTS