Ninth Amendment

SECURITY AGREEMENT (this “Amendment”) is entered into this 13th day of December, 2021 by and between SILICON VALLEY BANK, a California corporation (“Bank”) and OWLET BABY CARE, INC., a Delaware corporation (“Borrower”).

A.Bank and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of April 22, 2020, as amended by that certain First Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of April 23, 2020, but effective as of April 22, 2020, as further amended by that certain Second Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of September 22, 2020, as further amended by that certain Default Waiver, Consent, and Third Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of March 10, 2021, as further amended by that certain Fourth Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of May 14, 2021, as further amended by that certain Fifth Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of May 25, 2021, as further amended by that certain Sixth Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of August 12, 2021, as further amended by that certain Seventh Amendment to Second Amended and Restated Loan and Security Agreement (the “Seventh Amendment”) by and between Bank and Borrower dated as of September 20, 2021, and as further amended by that certain Eighth Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of November 15, 2021 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

C.Borrower has requested that Bank amend the Loan Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.

D.Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Definitions. Capitalized terms used but not defined in this Amendment, including its preamble and recitals, shall have the meanings given to them in the Loan Agreement.

1.2Section 2.2 (Revolving Line). Section 2.2(a) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(a)Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, (i) commencing on December 13, 2021, and continuing through the period ending on January 31, 2022, Bank may, in its sole discretion, make Advances not exceeding the Availability Amount, and (ii) commencing on February 1, 2022 and continuing at all times thereafter, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.

1.3Section 6.9 (Financial Covenants). Section 6.9(c) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(c) 2021 EBITDA Covenant. Commencing with the month ending January 31, 2022, and as of the last day of each month thereafter, Borrower shall maintain total cumulative EBITDA on a fiscal year-to-date basis in amounts determined by Bank in its good faith business discretion based on Borrower’s annual financial projections approved by the Board for the 2022 fiscal year and delivered to Bank pursuant to Section 6.2(e) (the “2022 EBITDA Covenant”). Borrower’s failure to reach an agreement with Bank on the 2022 EBITDA Covenant and to execute and deliver to Bank an amendment to this Agreement which provides the terms for the 2022 EBITDA Covenant by no later than January 31, 2022 shall constitute an immediate Event of Default under this Agreement.

5.Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

6.Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

7.Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by each party hereto.

8.Bank Expenses. Borrower shall pay all of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

9.Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.