Second Loan Modification Agreement between the

3.DESCRIPTION OF CHANGE IN TERMS.

A.Modifications to Loan Agreement.

1Borrower hereby represents to Bank that Ibotta Colorado, Inc. (“Colorado”) has been merged with and into Borrower, with Borrower as the surviving entity. Accordingly, Colorado is hereby removed as a “Borrower” under the Loan Agreement, and hereinafter, as used in the Loan Agreement, “Borrower” shall mean, Ibotta, Inc., a Delaware corporation.

2Borrower hereby, acknowledges and agrees that Borrower will deliver to Bank, on or before the date that is forty-five (45) days from the date of this Loan Modification Agreement, a duly executed Control Agreement with Bank of America in form and substance acceptable to Bank with respect to Borrower’s accounts ending 3599 and 9EJE. Borrower acknowledges and agrees that the failure of Borrower to satisfy the requirement set forth in the immediately preceding sentence on or before the date set forth in such sentence shall result in an immediate Event of Default under the Loan Agreement for which there shall be no grace or cure period.

3The Loan Agreement shall be amended by deleting the following text, appearing in Section 1.5 thereof:

“    (b)    Extension Fee. If the Extension Event occurs, an extension fee in the amount of $50,000.00 (the “Extension Fee”), will be fully-earned, due and payable on the date (if any) on which the Extension Event occurs; and”

and inserting in lieu thereof the following:

“    (b)    Extension Fee. An extension fee in the amount of $49,000.00 (the “Extension Fee”), of which (i) $24,000.00 will be fully-earned, due and payable on November 3, 2024, and (b) if the Extension Event occurs, $25,000.00 will be fully-earned, due and payable on the date (if any) on which the Extension Event occurs; and”

4The Loan Agreement shall be amended by deleting the following text, appearing in Section 5.9(a) thereof:

“In addition to and without limiting the foregoing, the average monthly balance maintained by Borrower in accounts with Dwolla, Stripe, Incomm and PayPal (for all such accounts together) may not exceed $21,900,000.00 (the accounts described in this sentence are, collectively, the “Payment Processor Accounts”).”

and inserting in lieu thereof the following:

“In addition to and without limiting the foregoing, the average monthly balance maintained by Borrower in accounts with Dwolla, Stripe, PayPal, and Tipalti (for all such accounts together) may not exceed $21,900,000.00 (the accounts described in this sentence are, collectively, the “Payment Processor Accounts”).”

5The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Eligible Accounts” in Section 12.2 thereof:

“    (c)    Accounts with credit balances over 90 days from invoice date, to the extent of such credit balances;

      (d)    Accounts owing from an Account Debtor if 50.0% or more of the Accounts owing from such Account Debtor have not been paid within 90 days of invoice date;”

and inserting in lieu thereof the following:

“    (c)    Accounts with credit balances over 120 days from invoice date, to the extent of such credit balances;

      (d)    Accounts owing from an Account Debtor if 50.0% or more of the Accounts owing from such Account Debtor have not been paid within 120 days of invoice date;”

6The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 12.2 thereof:

“    “Extension Event” occurs if and when (if ever) Bank confirms in writing that Bank has received, on the date that is immediately prior to the three (3) year anniversary of the Effective Date, evidence, satisfactory to Bank in Bank’s sole discretion, that Borrower has completed its IPO.”

“    “Liquidity” is, at any time, calculated on a consolidated basis with respect to Borrower and its Subsidiaries, the sum of (a) (i) the aggregate amount of unrestricted and

unencumbered cash and Cash Equivalents of Borrower and its Subsidiaries maintained in accounts at Bank or in other accounts of Borrower for which Bank has received a Control Agreement as required pursuant to Section 5.9(c) and such Control Agreement remains in full force and effect, plus (ii) the Availability Amount, minus (b) the aggregate amount of accounts payable owed by Borrower and its Subsidiaries to Walmart, Inc.”

“    “Liquidity Ratio” is, calculated on a consolidated basis with respect to Borrower and its Subsidiaries, the ratio of (a) (i) the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents of Borrower and its Subsidiaries maintained in accounts at Bank or in other accounts of Borrower for which Bank has received a Control Agreement as required pursuant to Section 5.9(c) and such Control Agreement remains in full force and effect, plus (ii) Borrower’s and its Subsidiaries’ net billed accounts receivable determined in accordance with GAAP to (b) (i) all outstanding principal amounts of any Advances, plus (ii) the aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (iii) the aggregate amount of all accounts payable owed by Borrower and its Subsidiaries to Walmart, Inc. Notwithstanding the foregoing, if on any date of calculation, the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents included in clause (a)(i) of the foregoing calculation is less than $15,000,000.00, the required Liquidity Ratio (for purposes of any financial covenant, the Streamline Balance or otherwise) will be deemed to not have been achieved.”

and inserting in lieu thereof the following:

“    “Extension Event” occurs if and when (if ever) Bank confirms in writing that Bank has received, on the date that is immediately prior to the four (4) year anniversary of the Effective Date, evidence, satisfactory to Bank in Bank’s sole discretion, that Borrower has completed its IPO.”

“    “Liquidity” is, at any time, calculated on a consolidated basis with respect to Borrower and its Subsidiaries, the sum of (a) (i) the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents of Borrower and its Subsidiaries maintained in accounts at Bank or in other accounts of Borrower for which Bank has received a Control Agreement as required pursuant to Section 5.9(c) and such Control Agreement remains in full force and effect, plus (ii) the Availability Amount, minus (b) the aggregate amount of accrued user awards owed by Borrower and its Subsidiaries to distribution partners acceptable to Bank in Bank’s sole discretion.”

“    “Liquidity Ratio” is, calculated on a consolidated basis with respect to Borrower and its Subsidiaries, the ratio of (a) (i) the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents of Borrower and its Subsidiaries maintained in accounts at Bank or in other accounts of Borrower for which Bank has received a Control Agreement as required pursuant to Section 5.9(c) and such Control Agreement remains in full force and effect, plus (ii) Borrower’s and its Subsidiaries’ net billed accounts receivable determined in accordance with GAAP to (b) (i) all outstanding principal amounts of any Advances, plus (ii) the aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (iii) the aggregate amount of all accrued user awards owed by Borrower and its Subsidiaries to distribution partners acceptable to Bank in Bank’s sole discretion. Notwithstanding the foregoing, if on any date of calculation, the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents included in clause (a)(i) of the foregoing calculation is less than $15,000,000.00, the required

Liquidity Ratio (for purposes of any financial covenant, the Streamline Balance or otherwise) will be deemed to not have been achieved.”

7The Loan Agreement shall be amended by deleting the following appearing on Schedule I thereto:

8The Compliance Statement appearing as Exhibit A to the Loan Agreement is deleted in its entirety and replaced with the Compliance Statement attached as Schedule 1 attached hereto.

This Loan Modification Agreement is executed as of the date first written above.

*Not tested during any Non-Formula Period

Is (a) line A equal to or greater than $15,000,000.00 and (b) line H greater than 1.50:1:00?