Third Amendment to Sixth Amended & Restated Loan and Security Agreement, dated August 22, 2024, by and between the Registrant and Comerica Bank

This Third Amendment to Sixth Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of August 22, 2024, by and between Comerica Bank (“Bank”) and On24, Inc. (“Borrower”).

A.    Borrower and Bank are parties to that certain Sixth Amended and Restated Loan and Security Agreement, dated as of August 31, 2021, as amended by that certain First Amendment to Sixth Amended and Restated Loan and Security Agreement, dated as of February 11, 2022 and that certain Second Amendment to Sixth Amended and Restated Loan and Security Agreement, dated as of April 25, 2023 (as may be further amended, restated, supplemented or otherwise modified from time to time, collectively, the “Loan Agreement”).

B.    Borrower and Bank desire to amend the Loan Agreement in accordance with the terms set forth in this Amendment.

C.    Bank is willing to amend the Loan Agreement, subject to the terms and conditions hereinafter set forth and the documents to be executed in connection herewith.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I.Incorporation by Reference. The Recitals and the documents referred to therein are incorporated herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Loan Agreement.

II.Amendment to the Loan Agreement. Subject to the satisfaction of the conditions precedent as set forth in Article VI hereof, the Loan Agreement is hereby amended as set forth below.

A.The following defined terms on Exhibit A of the Loan Agreement are hereby amended and restated in their entirety to read as follows:

“Adjusted EBITDA” means [***].

“Revolving Line” means a Credit Extension of up to Twenty Five Million Dollars ($25,000,000) (inclusive of the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, and the aggregate limits of the corporate credit cards issued to Borrower and merchant credit card processing reserves under the Credit Card Services Sublimit).

“Revolving Maturity Date” means August 31, 2026.

(b) Unused Facility Fee. A quarterly Unused Facility Fee equal to ten hundredths of one percent (0.10%) per annum of the difference between the Revolving Line and the average outstanding principal balance of the Obligations during the applicable quarter, which fee shall be payable in arrears within five (5) days of the last day of each such quarter and shall be nonrefundable; and

(a) Debt to EBITDA Coverage. Applicable only (x) after the occurrence of a Cash Trigger Event and (y) when the aggregate Indebtedness owing to Bank (including amounts outstanding under the Line of Credit Sublimit and Credit Card Services Sublimit) (the “Bank Debt”) exceeds Five Million Dollars ($5,000,000), a ratio of at least [***], tested quarterly, of (a) the sum of Bank Debt plus capitalized leases and equipment leases, to (b) Adjusted EBITDA for the trailing four (4) quarters.

D.Exhibit D (Borrowing Base Certificate) attached to the Loan Agreement is hereby amended and replaced with Exhibit D (Borrowing Base Certificate) attached hereto.

III.Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

V.Electronic Signatures. The parties agree that this Amendment, the Loan Agreement and any of the Loan Documents may be executed by electronic signatures. The parties further agree that the electronic signature of a party to this Amendment, the Loan Agreement or any Loan Document shall be as valid as an original manually executed signature of such party and shall be effective to bind such party to this Amendment, the Loan Agreement or such Loan Document, and that any electronically signed document (including this Amendment, the Loan Agreement or any Loan Document) shall be deemed (i) to be “written” or “in writing,” and (ii) to have been “signed” or “duly executed”.  For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means or a signature through an electronic signature technology platform. If Bank determines in its sole discretion that the Amendment has not been timely executed by Borrower, then the Amendment shall be considered null and void.   Borrower hereby agrees that Bank shall not have any liability of any nature or kind to any a loan party, including, but not limited to Borrower, in connection therewith. Notwithstanding the foregoing, Bank may require original manually executed signatures (and upon Bank’s request Borrower shall deliver such original manually executed signatures to Bank).

VI.Conditions Precedent. Except as specifically set forth in this Amendment, all of the terms and conditions of the Loan Agreement remain in full force and effect. The effectiveness of this Amendment is conditioned upon receipt by Bank of this Amendment, and any other documents which Bank may require to carry out the terms hereof, including but not limited to the following:

VII.CHOICE OF LAW AND VENUE. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

In Witness Whereof, the undersigned have executed this Amendment as of the first date above written. Borrower also acknowledges and agrees that Borrower’s electronic signature below indicates Borrower’s agreement to, and intention to be legally bound by, all of the terms and conditions of the Loan Agreement and this Amendment. If Bank determines in its sole discretion that this Amendment has not been timely executed by Borrower, then this Amendment shall be considered null and void. Borrower hereby agrees that Bank shall not have any liability of any nature or kind to any loan party, including, but not limited to Borrower, in connection therewith.