Second Amendment to Loan and Security Agreement entered into as of September 28, 2017 between Pacific Western Bank, Western Alliance Bank and Trupanion, Inc

THIS SECOND Amendment to Loan and Security Agreement (this “Amendment”), is entered into as of September 28, 2017, by and among TRUPANION, INC., a Delaware corporation (“Trupanion”), TRUPANION MANAGERS USA, INC., an Arizona corporation (“Trupanion Managers”; together with Trupanion, individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time party to the Agreement (as hereinafter defined) (each a “Lender” and, collectively, the “Lenders”), and PACIFIC WESTERN BANK, a California state chartered bank (“PWB”), as a Lender and as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).

(h)    Within five (5) Business Days after the last day of each month, Trupanion shall deliver to Administrative Agent a report of all Cash held by APIC.

7.8    Net Capitalized Expenditures. Have Net Capitalized Expenditures of greater than negative One Million Dollars ($1,000,000) in the aggregate in any fiscal quarter of Borrower.

“Net Capitalized Expenditures” means the sum of the Operating Cash Flow and the Capitalized Expenditures.

“Operating Cash Flow” means Borrower’s net Cash in connection with its operating activities as set forth in Borrower’s consolidated financial statements of cash flow on forms 10-Q or 10-K filed with the Securities and Exchange Commission.

with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Administrative Agent under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

a)this Amendment, duly executed by Borrower;

b)payment of all Administrative Agent expenses, including Administrative Agent’s expenses for the documentation of this amendment and any related documents, and any UCC, good standing or intellectual property search or filing fees, which may be debited from any of Borrower’s accounts; and

c)such other documents and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.