Default Waiver and Eleventh Amendment to Second Amended and Restated Loan and Security Agreement, dated as of August 10, 2022, by and between Owlet Baby Care, Inc. and Silicon Valley Bank

AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 10th day of August, 2022 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, 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 further amended by that certain Ninth Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of December 13, 2021, and as further amended by that certain Tenth Amendment to Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of January 29, 2022 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.Borrower acknowledges and agrees that Borrower is currently in default under Section

8.2 of the Loan Agreement for failing to achieve aggregate Net Revenue of at least [***] for the quarterly measurement period ended on June 30, 2022 (the “June 2023 Net Revenue Covenant”), as required by Section 6.9(b) of the Loan Agreement, and such failure to comply with the June 2023 Net Revenue Covenant constitutes an Event of Default under the Loan Agreement (the “Existing Default”).

D.Borrower has requested that Bank (i) waive the Existing Default, and (ii) amend the Loan Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.

E.Although Bank is under no obligation to do so, Bank is willing to (i) waive the Existing Default, and (ii) 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.

2.Waiver of Existing Default. Borrower acknowledges and agrees that unless the Existing Default is waived by Bank, such Existing Default would constitute an Event of Default under the Loan Documents. Bank hereby waives the Existing Default and waives any rights and remedies against Borrower under the Loan Documents solely with respect to the Existing Default. Bank’s agreement to waive the Existing Default shall in no way obligate Bank to make any other modifications to the Loan Agreement or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall not limit or impair Bank’s right to demand strict performance of all other terms and covenants of the Loan Agreement or any of the Loan Documents as of any date. The waiver set forth above shall not be deemed or otherwise construed to constitute a waiver of any other provisions of the Loan Agreement or any of the Loan Documents in connection with any other transaction.

3.Reaffirmation of Obligations. Borrower hereby (a) ratifies, confirms, and reaffirms the Obligations and (b) acknowledges and agrees that (i) each of the Loan Documents remain in full force and effect in accordance with the original terms, except as expressly modified hereby and (ii) the Loan Agreement and the other Loan Documents shall continue to secure all Obligations as stated therein.

4.Reaffirmation of Security Interest in the Collateral. Borrower hereby acknowledges and agrees that (i) the security interests and liens in the Collateral granted by Borrower under Loan Documents shall remain in place, unimpaired by the transactions contemplated by this Amendment, and Bank’s priority with respect thereto shall not be affected hereby or thereby and (ii) the Loan Documents shall continue to secure all Obligations as set forth therein. Nothing in this Amendment is intended to impair or limit the validity, priority or extent of Bank’s security interests in and liens upon the Collateral.

(a)Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the lesser of the Availability Amount and the Maximum Outstanding Advance 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.

(a)Overadvances. If, at any time, (i) the outstanding principal amount of any Advances exceeds either (a) the lesser of the Revolving Line or (b) the Borrowing Base or (ii) the aggregate outstanding principal balance of the Advances exceeds the Maximum Outstanding Advance Amount, Borrower shall immediately pay to Bank in

cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at a per annum rate equal to the rate that is otherwise applicable to Advances plus five percent (5.0%).

5.3    Section 2.7 (Fees). Section 2.7(d) of the Loan Agreement is hereby amended and restated by deleting such Section in its entirety and replacing it with the following:

(d) Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last day of each calendar quarter prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, Borrower shall pay to Bank a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to one-fifth of one percent (0.20%) per annum of the average unused portion of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth in Section 2.6(d). The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Maximum Outstanding Advance Amount, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding.

5.4    Section 5.3 (Accounts Receivable; Inventory). Section 5.3(c) of the Loan Agreement is hereby amended and restated by deleting such Section in its entirety and replacing it with the following:

(c)    For any item of Inventory consisting of Eligible Inventory in any Borrowing Base Statement, such Inventory:

(1)consists of finished goods in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of any products which are in beta testing, any products for which Borrower has submitted an application for, intends to submit an application for, or is required to obtain, de novo approval from the FDA, but has not yet received such de novo approval (e.g., Babystat, Belly Band, etc.), demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; provided, however, that with respect to the Warehouse Inventory, the Inventory only consists of either (i) finished goods (e.g., Smart Sock, Base Station, Toddler Camera, Belly Band, etc.) or (ii) refurbished units so long as such refurbished units do not constitute more than five percent (5%) of the Eligible Inventory portion of the Borrowing Base;

(4)is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents;

(5)is either (x) located at a warehouse premise located in the Westlake, Texas area identified by Borrower in the Perfection Certificate for which Bank has received a bailee agreement in form and substance satisfactory to Bank signed by the bailee (“Warehouse Inventory”) or (y) in transit (“In-Transit Inventory”) and insured by freight insurance (i.e., in- transit or cargo insurance) and property policies with a lender’s loss payable endorsement showing Bank as the sole lender loss payee; and

(6)with respect to (A) the Warehouse Inventory, is aged less than one hundred twenty (120) days and (B) the In-Transit Inventory, is in transit for no more than forty-five (45) days.

(b) Disputes. Borrower shall promptly notify Bank of all disputes or claims relating to Accounts. Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed either (i) the lesser of the Revolving Line or the Borrowing Base or (ii) the Maximum Outstanding Advance Amount.

(a)Minimum Liquidity. Liquidity (tested by Bank as of the last day of each month) of at least [***].

“Liquidity” is, on any date, (a) Borrower’s unrestricted and unencumbered cash maintained with Bank and its Affiliates, plus (b) Availability Amount, provided that for purposes of this definition, the Availability Amount shall not at any time exceed the Maximum Outstanding Advance Amount.

“Streamline Period” is, provided no Event of Default has occurred and is continuing, the period (a) commencing on the first (1st) day of the month following the day that Borrower provides to Bank a written report that Borrower’s Liquidity, for each consecutive day in the immediately preceding month, as determined by Bank in its discretion, is equal to or greater than [***] (the “Streamline Threshold”); and (b) terminating on the earlier to occur of (i) the occurrence of an Event of Default, and (ii) the first (1st) day thereafter in which Borrower fails to maintain the Streamline Threshold, as determined by Bank in its discretion. Upon the termination of a Streamline Period, Borrower must maintain the Streamline Threshold each consecutive day for two (2) consecutive months as determined by Bank in its discretion, prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior written notice of Borrower’s election to enter into any such Streamline Period, and each such Streamline Period shall commence on the first (1st) day of the month following the date Bank determines, in its reasonable discretion, that the Streamline Threshold has been achieved and maintained in accordance with the requirements set forth in this definition.

5.8Compliance Certificate. The Compliance Certificate attached to the Loan Agreement as Exhibit B is hereby replaced in its entirety with the Compliance Certificate attached hereto as Exhibit B. From and after the date hereof, all references in the Loan Agreement to the Compliance Certificate shall be deemed to refer to the Compliance Certificate in the form attached hereto as Exhibit B.

8.1FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Bank and its present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment (collectively “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing.

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.

(a)Except as expressly stated in this Amendment, neither Bank nor any agent, employee or representative of Bank has made any statement or representation to Borrower regarding any fact relied upon by Borrower in entering into this Amendment.

(b)Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary.

(d)This Amendment has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and this Amendment is signed freely, and without duress, by Borrower.

(e)Borrower represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Borrower shall indemnify Bank, defend and hold it harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.

9.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.

10.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.

11.Post-Closing Matters. Unless otherwise provided by Bank in writing, Bank shall have received, in form and substance satisfactory to Bank, within thirty (30) days after the Eleventh Amendment Effective Date, an updated Perfection Certificate of Borrower, together with duly executed signature thereto.

12.Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) an updated Perfection Certificate of Borrower, together with duly executed signature thereto, and (c) Borrower’s payment of an amendment fee in the amount of Fifty Thousand Dollars ($50,000) which is fully earned and non-refundable as of the Eleventh Amendment Effective Date.

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

14.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.

Under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, restated or otherwise modified from time to time, the “Agreement”), Borrower is in complete compliance for the period ending    with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this Compliance Statement is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.