Common use of Remittance of Proceeds Clause in Contracts

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any sale of assets permitted pursuant to Section 6.1 that are disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of $500,000.00 or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following three (3) Business Day Days after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($500,000.00 100,000.00) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($500,000.00 100,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this AgreementAgreement and/or in any other Loan Document.

Remittance of Proceeds. Except (a) as otherwise provided in Section 5.4(c), and (b) proceeds from licensing fees, in connection with transactions permitted pursuant to Sections 6.1(f), (g), and (l) , with respect to the Company’s license and collaboration agreements in an aggregate amount not to exceed $100,000.00 in any 12 month period, deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (ax) prior to an Event of Default, pursuant to the terms of Section 5.4(c) hereof, and (by) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of $500,000.00 or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [**] Dollars ($500,000.00 or less [**] (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or propertyproperty (other than any proceeds of the sale of worn out or obsolete Equipment referred to in the immediately preceding sentence), but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets to the extent permitted pursuant by Section 7.1; provided, however, that Borrower shall remit such proceeds to Bank with respect to any Transfer in connection with Section 6.1 7.1(b) to the extent that are disposed of by Borrower such proceeds exceed One Hundred Thousand Dollars ($100,000.00) in good faith in an arm’s length transaction for an the aggregate purchase price of $500,000.00 or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ To the extent that Borrower is required to remit the proceeds to Bank, Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Fifty Thousand Dollars ($500,000.00 50,000.00) or less (for all such transactions in any fiscal year) and ), or (ii) any such proceeds from the sale that have been used to purchase assets for, or are otherwise re-invested in, Borrower’s business within twelve (12) months of Ibotta’s Pay With Privacy Investment such disposition in an aggregate amount of up not to exceed Two Hundred Fifty Thousand Dollars ($10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5250,000.00). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($500,000.00 150,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express a trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out, surplus or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Two Hundred Fifty Thousand Dollars ($500,000.00 250,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of DefaultDefault that is continuing, pursuant to the terms of Section 5.4(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of $500,000.00 100,000.00 or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Two Hundred Fifty Thousand Dollars ($500,000.00 250,000) or less (for all such transactions in any fiscal year) and ), or (ii) the proceeds from the sale granting of Ibotta’s Pay With Privacy Investment in an aggregate amount a license to third parties with respect to any Collateral consisting of up to $10,000,000.00 (for clarityIntellectual Property, any amount of including, without limitation, the proceeds from such sale in excess the licensing of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5)software. ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.”

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c2.5(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($500,000.00 100,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c2.7(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of (i) the proceeds of any sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($500,000.00 25,000) or less (for all such transactions in any fiscal year) and or (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to Three Million Five Hundred Thousand Dollars ($10,000,000.00 (3,500,000) of Intellectual Property held for clarity, any amount sale of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5)Borrower’s balance sheet. ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Two Hundred Thousand Dollars ($500,000.00 200,000.00) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Five Hundred Thousand Dollars ($500,000.00 500,000.00) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.13(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.13(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Two Hundred Fifty Thousand Dollars ($500,000.00 250,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.14 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement. 2.15 Section 6.15

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($500,000.00 100,000.00) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all cash proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($500,000.00 100,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Two Hundred Fifty Thousand Dollars ($500,000.00 250,000) or less (for all such transactions in any fiscal year) and ), or (ii) the proceeds from the sale granting of Ibotta’s Pay With Privacy Investment in an aggregate amount a license to third parties with respect to any Collateral consisting of up to $10,000,000.00 (for clarityIntellectual Property, any amount of including, without limitation, the proceeds from such sale in excess the licensing of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5)software. ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.” 2.3 Section 6.10 (Protection of Intellectual Property Rights). Section 6.10 is amended in its entirety and replaced with the following:

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($500,000.00 100,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this AgreementAgreement and/or in any other Loan Document.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Three Hundred Thousand Dollars ($500,000.00 300,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 5.4(c(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 5.4(c(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of any the sale of assets permitted pursuant to Section 6.1 that are worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($500,000.00 25,000) or less (for all such transactions in any fiscal year) and (ii) proceeds from the sale of Ibotta’s Pay With Privacy Investment in an aggregate amount of up to $10,000,000.00 (for clarity, any amount of proceeds from such sale in excess of this amount must be delivered to Bank as required pursuant to the terms of this Section 5.5). ▇▇▇▇▇▇▇▇ Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this AgreementAgreement and/or any other Loan Document.