Common use of Mutual Waiver of Jury Trial Clause in Contracts

Mutual Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Borrower: TALEND USA, INC. By /s/ Xxxxxx Xxxxxxxxxxx Title Chief Financial Officer Lender: SQUARE 1 BANK By /s/ Xxxxx Xxxx Title Vice President Schedule to Loan and Security Agreement Borrowers: Talend, Inc. Talend USA, Inc. Address: 000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date: May 29, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).

Mutual Waiver of Jury Trial. MULTIPLIER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY MULTIPLIER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. [Signatures on Next Page] Borrower: WINC, INC. By /s/ Mxxxxxx Xxxxxx Title Secretary Borrower: BWSC, LLC By /s/ Mxxxxxx Xxxxxx Title Secretary Multiplier: MULTIPLIER CAPITAL II, LP By: Multiplier Capital II GP, LLC, Its General Partner By /s/ Kxxxx Xxxxxxx Title Managing Member Schedule to Loan and Security Agreement Borrower: Winc, Inc, a Delaware corporation BWSC, LLC, a California limited liability company Address: 5000 Xxxx Xxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Date: December 29, 2017 This Schedule is an integral part of the Loan and Security Agreement between Multiplier Capital II, LP (“Multiplier”) and the borrowers named above (jointly and severally, “Borrower”) of even date.

Mutual Waiver of Jury Trial. EACH THE COMPANY AND THE DIRECTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS THEM MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OUT OF THIS LOAN AGREEMENT, THE OTHER LOAN NOTE, THE SECURITY DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION RELATED INSTRUMENT OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN TRANSACTIONS CONTEMPLATED THEREBY, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF EITHER OF THEM. THIS WAIVER SHALL NOT IN ANY WAY AFFECT THE DIRECTOR'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE NOTE, IN THE SECURITY DOCUMENTS OR ANY RELATED INSTRUMENT OR AGREEMENT. NEITHER THE COMPANY NOR THE DIRECTOR SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER DOCUMENTS ACTION IN WHICH A JURY TRIAL CANNOT BE OR AGREEMENTS RELATING HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE TERM LOAN ADVANCE MADE HEREUNDER. IN COMPANY OR THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS DIRECTOR EXCEPT BY A WRITTEN CONSENT TO A TRIAL INSTRUMENT EXECUTED BY THE COURTBOTH OF THEM.

Mutual Waiver of Jury Trial. LENDER AND PLEDGOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR PLEDGOR, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. [Signatures on Next Page] Pledgor: Lender: TALEND SA. SQUARE 1 BANK By Represented by: Name duly authorized Title Xxxxxxx Xxxxxx President Directeur General Schedule 2

Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT TRIER OF FACT AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAW TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. EACH OF THE PARTIES HERETO HEREBY AGREES SPECIFICALLY WAIVES SUCH PARTY’S RIGHT TO WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY TRIAL OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR CAUSE ANY OTHER CLAIM (COLLECTIVELY “CLAIMS”) ASSERTED BY LANDLORD AGAINST TENANT OR GUARANTOR, OR BY TENANT OR GUARANTOR AGAINST LANDLORD, LANDLORD’S WAIVER HEREUNDER BEING EVIDENCED BY ITS ACCEPTANCE OF ACTION BASED UPON THIS GUARANTY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS WHICH INVOLVE PERSONS OR ARISING HEREUNDER ENTITIES OTHER THAN LANDLORD, TENANT, AND GUARANTOR; CLAIMS WHICH ARISE OUT OF OR UNDER ARE IN ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING WAY CONNECTED TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION RELATIONSHIP BETWEEN LANDLORD AND TENANT OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF GUARANTOR; AND ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMSCLAIMS FOR DAMAGES, BREACH OF DUTY CLAIMS CONTRACT ARISING OUT OF THE GUARANTEED OBLIGATIONS OR THIS AGREEMENT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND. WITH REFERENCE TO THE FOREGOING WAIVER, GUARANTOR ACKNOWLEDGES AND ALL OTHER COMMON LAW AGREES THAT IT HAS RECEIVED FULL AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES SUFFICIENT CONSIDERATION THEREFOR AND THAT THIS SUCH WAIVER BY GUARANTOR IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN FOR LANDLORD ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN THE TRANSACTIONS COVERED BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), LEASE AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTGUARANTY.

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: RW HOLDINGS NNN REIT, INC. RICH UNCLES NNN OPERATING PARTNERSHIP, LP By: /s/ RXXXXXX X. XXXXXX By: RW HOLDINGS NNN REIT, INC., general partner Name: Rxxxxxx X. Xxxxxx By: /s/ RXXXXXX X. XXXXXX Title: CFO Name: Rxxxxxx X. Xxxxxx Title: CFO RICH UNCLES NNN LP, LLC By: RW HOLDINGS NNN REIT, INC., member By: /s/ RXXXXXX X. XXXXXX Name: Rxxxxxx X. Xxxxxx Title: CFO Lender: PACIFIC MERCANTILE BANK By: /S/ RXXX XXXXXXXXX Name: Rxxx Xxxxxxxxx Title: Senior Vice President Schedule to Loan Agreement Borrowers: RW HOLDINGS NNN REIT, INC., a Maryland corporation RICH UNCLES NNN LP, LLC, a Delaware limited liability company RICH UNCLES NNN OPERATING PARTNERSHIP, LP, a Delaware limited partnership Address: 3000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxx, XX 00000 Date: April 30, 2019 This Schedule forms an integral part of the Loan Agreement between PACIFIC MERCANTILE BANK and the borrower(s) named above (jointly and severally, the “Borrower”) of even date (the “Loan Agreement”).

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Mercantile Bank Amendment to Loan Agreement Borrower: RW HOLDINGS NNN REIT, INC. RW HOLDINGS NNN REIT OPERATING PARTNERSHIP, LP By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO RICH UNCLES NNN LP, LLC KATANA MERGER SUB, LP By: RW HOLDINGS NNN REIT, INC., managing member By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO Title: CFO MODIV, LLC BRIXINVEST, LLC By: RW HOLDINGS NNN REIT, INC., its Manager By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx, Esq. Title: Manager By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO Lender: PACIFIC MERCANTILE BANK By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Interim Regional Manager/VP Pacific Mercantile Bank Amendment to Loan Agreement CONSENT Each of the undersigned hereby expressly agrees to the Release Section of the foregoing Amendment and acknowledges that the undersigned’s consent to the foregoing Amendment is not required, but the undersigned nevertheless does hereby consent to the foregoing Amendment and to the documents and agreements referred to therein and to all future modifications and amendments thereto, and any termination thereof, and to any and all other present and future documents and agreements between or among the fore-going parties. Nothing herein shall in any way limit any of the terms or provisions of the Continuing Guaranties of the undersigned, all of which are hereby ratified and affirmed. Each of the undersigned acknowledges and agrees that the foregoing Amendment is deemed a “Trigger Event” (the “First Amendment Trigger Event”) as defined in the Loan Agreement and in the Continuing Guaranties of the undersigned, and that the obligations referenced in Section 1A of such Continuing Guaranties are deemed effective; provided that if the October 2019 Purchase Contract Loan (as defined in foregoing Amendment) and the February 2020 Other Loan (as defined in foregoing Amendment) are paid in full in accordance with the terms of the foregoing Amendment, then the First Amendment Trigger Event shall be deemed cured. XXXXX FAMILY TRUST DATED JULY 5, 1985, AS AMENDED AUGUST 15, 2006 AND APRIL 22, 2016 /s/ XXXXXXX X. XXXXX XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx, Trustee of XXXXX FAMILY TRUST DATED JULY 5, 1985, AS AMENDED AUGUST 15, 2006 AND APRIL 22, 2016 By: /s/ XXXXXX XXXXX Xxxxxx Xxxxx, Trustee of XXXXX FAMILY TRUST DATED JULY 5, 1985, AS AMENDED AUGUST 15, 2006 AND APRIL 22, 2016

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: Biolase, Inc. By /s/ Xxxx X. Xxxxxx Title EVP & CFO Lender: Pacific Mercantile Bank By /s/ Xxxx Xxxxxxxx Title VP R.M. Schedule to Loan and Security Agreement Borrower: Biolase, Inc. Address: 0 Xxxxxxxx Xxxxxx, Xxxxxxxxxx 00000 Date: October 28, 2019 This Schedule forms an integral part of the Loan and Security Agreement between PACIFIC MERCANTILE BANK and the above Borrower of even date (the “Loan Agreement”).

Mutual Waiver of Jury Trial. LENDER AND GUARANTOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR GUARANTOR, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Guarantor: TALEND SA /s/ Xxxxxxxx Xxxxxx Represented by: Xxxxxxxx Xxxxxx duly authorized Lender: PACIFIC WESTERN BANK By /s/ Xxxxxxx X. Xxxxxx Title SVP

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY LENDER OR BORROWER, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS WAIVER AMENDMENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Western Bank Twelfth Amendment to Loan Documents Borrower: Bank: CALAMP CORP. PACIFIC WESTERN BANK By /s/ Xxxxxxx Xxxxxxx By /s/ Xxxx Xxxxx Title EVP & CFO Title SVP Borrower: CALAMP WIRELESS NETWORKS CORPORATION By /s/ Xxxxxxx Xxxxxxx Title Treasurer Borrower: LOJACK CORPORATION By /s/ Xxxxxxx Xxxxxxx Title Treasurer

Mutual Waiver of Jury Trial. THE CLIENT AND FTC EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FTC OR THE CLIENT, IN ALL OF THE PARTIES HERETO HEREBY AGREES FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY ACHIEVE THE BEST COMBINATION OF THE OTHER LOAN DOCUMENTS OR BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED FACTUAL ISSUES IN ANY COURT ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE CLIENT AND THAT RELATE FTC ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDERCIVIL MATTERS. IN THE EVENT OF LITIGATIONTHAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THIS AGREEMENT MAY THE REFEREE SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL APPOINTED BY THE COURT. THE CLIENT AND FTC SHALL EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN THE STATEMENT OF DECISION. BLUE HOLDINGS, INC. BY /s/ Patrick Chow -------------------------- NAME Xxxxxxx Xxxw ------------------------ TITLE XXX ----------------------- FTC COMMERCIAL CORP.

Mutual Waiver of Jury Trial. EACH THE GUARANTOR AND THE DIRECTOR, TO THE EXTENT PERMITTED BY LAW AND AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS THEM MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OUT OF THE OTHER LOAN DOCUMENTS THIS GUARANTY, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION RELATED INSTRUMENT OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED THEREBY, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY OF THEM. THIS WAIVER SHALL NOT IN ANY WAY AFFECT THE DIRECTOR’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY OTHER DOCUMENTS CONFESSION OF JUDGMENT OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. COGNOVIT PROVISION CONTAINED HEREIN OR IN THE EVENT OF LITIGATIONNOTE OR IN ANY RELATED INSTRUMENT OR AGREEMENT. NEITHER THE GUARANTOR NOR THE DIRECTOR SHALL SEEK TO CONSOLIDATE, THIS AGREEMENT MAY BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE FILED AS OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY EITHER GUARANTOR OR THE DIRECTOR EXCEPT BY A WRITTEN CONSENT TO A TRIAL INSTRUMENT EXECUTED BY THE COURTBOTH OF THEM.

Mutual Waiver of Jury Trial. AGENT AND XXXXXXX AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT, THE LOAN AGREEMENT, OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY ANY PARTY HERETO, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS WAIVER AMENDMENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Exhibit 10.3 Borrower: CARDLYTICS, INC. By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: Chief Legal and Privacy Officer Agent and Lender: BANC OF CALIFORNIA By:_/s/ Xxxxxxxx Xxxxxxx__________ Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President Borrower/Converted Entity: DOSH HOLDINGS LLC By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: Manager Borrower: AFIN INTERMEDIATE HOLDINGS INC. By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: AFIN HOLDINGS INC. By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: HSP EPI ACQUISITION, LLC By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: Manager and President

Mutual Waiver of Jury Trial. THE CLIENT AND FTC EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FTC OR THE CLIENT, IN ALL OF THE PARTIES HERETO HEREBY AGREES FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY ACHIEVE THE BEST COMBINATION OF THE OTHER LOAN DOCUMENTS OR BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED FACTUAL ISSUES IN ANY COURT ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE CLIENT AND THAT RELATE FTC ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDERCIVIL MATTERS. IN THE EVENT OF LITIGATIONTHAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THIS AGREEMENT MAY THE REFEREE SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL APPOINTED BY THE COURT. THE CLIENT AND FTC SHALL EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN THE STATEMENT OF DECISION. TAVERNITI SO JEANS, LLC BY /s/ Patrick Chow -------------------------- NAME Xxxxxxx Xxow ------------------------ TITLE XXX ----------------------- FTC COMMERCIAL CORP.

Mutual Waiver of Jury Trial. Agent and Lenders AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGSFULL FORCE AND EFFECT. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLEBorrower: Cardlytics, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Inc. By_______________________________ Title ___________________________ Agent and Lender: PACIFIC WESTERN Bank By_______________________________ Title ___________________________ Exhibit 10.2 Schedule to Loan and Security Agreement Borrower: Cardlytics, Inc. Address: 000 Xxxxx xx Xxxx Avenue NE, Suite 6000 Atlanta, Georgia 30308 Date: May 21, 2018 This Schedule forms an integral part of the Loan and Security Agreement between PACIFIC WESTERN BANK (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO“PWB”), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSand the borrower named above (the “Borrower”) of even date, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTand all references to “this Loan Agreement” include this Schedule.

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Mercantile Bank Amendment to Loan Agreement Borrower: BRIX REIT, INC. By: /s/ RAYMOND J. PACINI Name: Raymxxx X. Xxxxxx Xxxle: Chixx Xxxxxxxxx Xxxxcer Lender: PACIFIC MERCANTILE BANK By /s/ PETER PACHECO Name: Peter Paxxxxx Xxxxx: SVP, Rexxxxxx Xxxxxxr

Mutual Waiver of Jury Trial. THE CLIENT AND FTC EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FTC OR THE CLIENT, IN ALL OF THE PARTIES HERETO HEREBY AGREES FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY ACHIEVE THE BEST COMBINATION OF THE OTHER LOAN DOCUMENTS OR BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED FACTUAL ISSUES IN ANY COURT ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE CLIENT AND THAT RELATE FTC ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDERCIVIL MATTERS. IN THE EVENT OF LITIGATIONTHAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THIS AGREEMENT MAY THE REFEREE SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL APPOINTED BY THE COURT. THE CLIENT AND FTC SHALL EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN THE STATEMENT OF DECISION. ANTIK DENIM, LLC BY /s/ Patrick Chow ------------------------- NAME Xxxxxxx Xxow ----------------------- TITLE XXX ----------------------- FTC COMMERCIAL CORP.

Mutual Waiver of Jury Trial. Agent and Lenders AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGSFULL FORCE AND EFFECT. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSELBorrower: CARDLYTICS, INC. THIS WAIVER IS IRREVOCABLEBy /s/ Xxxxx Xxxxxx Title CEO Agent: ALLY BANK By /s/ Illegible Title Authorized Signatory Lender: ALLY BANK By /s/ Illegible Title Authorized Signatory Lender: PACIFIC WESTERN BANK By /s/ Illegible Title Senior Vice President [Signature Page—Loan and Security Agreement] Schedule to Loan and Security Agreement Borrower: Cardlytics, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Inc. Address: 000 Xxxxx xx Xxxx Avenue NE, Suite 6000 Atlanta, Georgia 30308 Date: September 14, 2016 This Schedule forms an integral part of the Loan and Security Agreement among ALLY BANK (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO“Ally”), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSPACIFIC WESTERN BANK (“PWB”), RENEWALSand the borrower named above (the “Borrower”) of even date, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTand all references to “this Loan Agreement” include this Schedule.

Mutual Waiver of Jury Trial. AGENT AND LENDERS AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS CONSENT, THE LOAN AGREEMENT, OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS CONSENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY ANY PARTY HERETO, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS CONSENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS WAIVER CONSENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: Agent and Lender: CARDLYTICS, INC. PACIFIC WESTERN BANK /s/ Xxxxxx Xxxxxxxxxxxx /s/ Mykas Degesys Xxxxxx Xxxxxxxxxxxx Mykas Xxxxxxx

Mutual Waiver of Jury Trial. AGENT AND XXXXXXX AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT, THE LOAN AGREEMENT, OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY ANY PARTY HERETO, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS Exhibit 10.49 AND PROVISIONS OF THIS WAIVER AMENDMENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: CARDLYTICS, INC. By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: Chief Legal and Privacy Officer Agent and Lender: BANC OF CALIFORNIA By:_/s/ Xxxxx Xxxxxxx__________ Name: Xxxxx Xxxxxxx Title: Senior Vice President Borrower/Converted Entity: DOSH HOLDINGS LLC By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: Manager Borrower: AFIN INTERMEDIATE HOLDINGS INC. By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: AFIN HOLDINGS INC. By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: HSP EPI ACQUISITION, LLC By:_/s/ Xxxx Xxxxxx_______________________ Name: Xxxx Xxxxxx Title: Manager and President

Mutual Waiver of Jury Trial. EACH MORTGAGOR AND MORTGAGEE (BY ACCEPTANCE OF THE PARTIES HERETO HEREBY AGREES TO WAIVE THIS MORTGAGE) EACH, ON BEHALF OF ITSELF AND ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING SUCCESSORS AND ASSIGNS, WAIVES TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED FULLEST EXTENT PERMITTED BY LAW ALL RIGHT TO BE ALL ENCOMPASSING TRIAL BY JURY OF ANY AND ALL DISPUTES THAT MAY BE FILED CLAIMS BETWEEN THEM ARISING UNDER THIS MORTGAGE, THE NOTE, THE LOAN AGREEMENT, OR ANY OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION, DIRECTLY OR INDIRECTLY, WITH THE LOAN, AND ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER CLAIMS ARISING UNDER COMMON LAW OR UNDER ANY STATUTE OF ANY STATE OR THE UNITED STATES OF AMERICA, WHETHER ANY SUCH CLAIMS BE NOW EXISTING OR HEREAFTER ARISING, NOW KNOWN OR UNKNOWN. IN MAKING THIS WAIVER MORTGAGEE AND STATUTORY CLAIMSMORTGAGOR ACKNOWLEDGE AND AGREE THAT ANY AND ALL CLAIMS MADE BY MORTGAGEE AND ALL CLAIMS MADE AGAINST MORTGAGEE SHALL BE HEARD BY A JUDGE OF A COURT OF PROPER JURISDICTION, AND SHALL NOT BE HEARD BY A JURY. EACH PARTY HERETO ACKNOWLEDGES MORTGAGEE AND MORTGAGOR ACKNOWLEDGE AND AGREE THAT THIS WAIVER OF TRIAL BY JURY IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIPELEMENT OF THE CONSIDERATION FOR THIS TRANSACTION. MORTGAGEE AND MORTGAGOR, THAT WITH ADVICE OF COUNSEL, EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS ACKNOWLEDGES THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH WAIVING A LEGAL COUNSEL. RIGHT BY AGREEING TO THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTPROVISION.

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: TALEND, INC. /s/ Xxxx Xxxxxxx By Xxxx Xxxxxxx Title CFO & Treasurer Borrower: TALEND USA, INC. /s/ Xxxx Xxxxxxx By Xxxx Xxxxxxx Title CFO & Treasurer Borrower: STITCH INC. /s/ Xxxx Xxxxxxx By Xxxx Xxxxxxx Title Treasurer Lender: PACIFIC WESTERN BANK /s/ Xxxxx Xxxxxx By Xxxxx Xxxxxx Title SVP [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Schedule to Loan and Security Agreement Borrowers:Talend, Inc. Talend USA, INC. Stitch Inc., a Delaware corporation Xxxxxxx:000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Date:February 14, 2019 This Schedule forms an integral part of the Loan and Security Agreement between PACIFIC WESTERN BANK, a California state chartered bank, and the above Borrower of even date (the “Loan Agreement”).

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY LENDER OR BORROWER, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS WAIVER AMENDMENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFCT. [Signatures on Next Page] Amendment to Loan Agreement Borrowers: CalAmp Corp. CalAmp Products, Inc. By /s/ Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx By /s/ Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx Title VP Finance and CFO Title VP Finance and CFO CalAmp Wireless Networks Corporation By /s/ Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx Title VP Finance and CFO Lender: Square 1 Bank By /s/ Xxxxx Xxxxxxxx Title VP

Mutual Waiver of Jury Trial. BANK AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY BANK OR BORROWER, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETOPROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL ..FORCE AND EFFECT. Pacific Western Bank Amendment to Loan Agreement Borrower: AY DXX XXX LLC By Title Bank: PACIFIC WESTERN BANK By Title Tenth Amendment to Loan and Security Agreement Borrower: Ay Dxx Xxx LLC Date: April 17, 2020 THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT is entered into between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and the borrower named above (“Borrower”). Bank and Borrower agree to amend the Loan and Security Agreement between them, dated January 13, 2015 (as amended, the “Loan Agreement”), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSas follows, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDEReffective as of the date hereof. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT(Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.)

Mutual Waiver of Jury Trial. EACH THE COMPANY AND THE DIRECTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WANE ANY RIGHT EITHER OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS THEM MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OUT OF THIS NOTE, THE OTHER LOAN DOCUMENTS AGREEMENT, SECURITY AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION RELATED INSTRUMENT OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED THEREBY, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF EITHER OF THEM. THIS WAIVER SHALL NOT IN ANY WAY AFFECT THE DIRECTOR'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY OTHER DOCUMENTS CONFESSION OF JUDGMENT OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. COGNOVIT PROVISION CONTAINED HEREIN, IN THE EVENT OF LITIGATIONLOAN AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT. NEITHER THE COMPANY NOR THE DIRECTOR SHALL SEEK TO CONSOLIDATE, THIS AGREEMENT MAY BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE FILED AS OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE COMPANY OR THE DIRECTOR EXCEPT BY A WRITTEN CONSENT TO A TRIAL INSTRUMENT EXECUTED BY THE COURTBOTH OF THEM.

Mutual Waiver of Jury Trial. BANK AND CREDITOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY BANK OR CREDITOR, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. [Signatures on Next Page] Pacific Western Bank Subordination Agreement (Debt and Security Interest) Creditor: Agility Capital II, LLC By /s/ Xxxxxxx Xxxxxxx MANAGING PARTNER Amount of Subordinated Debt: $ 625,000.00 Address: 000 XXXXXXX XXXXXX, XXXXX X XXXXX XXXXXXX, XX 00000 Accepted: Bank: Pacific Western Bank By /s/ Xxxxxx Xxxxxxxxx Title AVP

Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT TRIER OF FACT AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAW TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. EACH OF THE PARTIES HERETO HEREBY AGREES SPECIFICALLY WAIVES SUCH PARTY'S RIGHT TO WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY TRIAL OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR CAUSE ANY OTHER CLAIM (COLLECTIVELY "CLAIMS") ASSERTED BY LANDLORD AGAINST TENANT OR GUARANTOR, OR BY TENANT OR GUARANTOR AGAINST LANDLORD, LANDLORD'S WAIVER HEREUNDER BEING EVIDENCED BY ITS ACCEPTANCE OF ACTION BASED UPON THIS LEASE GUARANTY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS WHICH INVOLVE PERSONS OR ARISING HEREUNDER ENTITIES OTHER THAN LANDLORD, TENANT, AND AFDOCS//21459967 GUARANTOR; CLAIMS WHICH ARISE OUT OF OR UNDER ARE IN ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING WAY CONNECTED TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION RELATIONSHIP BETWEEN LANDLORD AND TENANT OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF GUARANTOR; AND ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMSCLAIMS FOR DAMAGES, BREACH OF DUTY CLAIMS CONTRACT ARISING OUT OF THE GUARANTEED OBLIGATIONS OR THIS AGREEMENT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND. WITH REFERENCE TO THE FOREGOING WAIVER, GUARANTOR ACKNOWLEDGES AND ALL OTHER COMMON LAW AGREES THAT IT HAS RECEIVED FULL AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES SUFFICIENT CONSIDERATION THEREFOR AND THAT THIS SUCH WAIVER BY GUARANTOR IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN FOR LANDLORD ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN THE TRANSACTIONS COVERED BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), LEASE AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTLEASE GUARANTY.

Mutual Waiver of Jury Trial. AGENT AND LENDERS AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT, THE LOAN AGREEMENT, OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: Agent and Lender: CARDLYTICS, INC. PACIFIC WESTERN BANK /s/ Xxxxxx Xxxxxxxxxxxx /s/ Mykas Degesys Xxxxxx Xxxxxxxxxxxx Mykas Xxxxxxx

Mutual Waiver of Jury Trial. AGENT AND XXXXXXX AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT, THE LOAN AGREEMENT, OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY ANY PARTY HERETO, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS WAIVER AMENDMENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 10.5 Borrower: CARDLYTICS, INC. By:/s/ Xxxx Xxxxxx_______________ Name: Xxxx Xxxxxx Title: Chief Legal and Privacy Officer Agent and Lender: PACIFIC WESTERN BANK By:/s/ Mykas Degesys________ Name: Xxxxx Xxxxxxx Title: Senior Vice President Borrower: DOSH HOLDINGS LLC (formerly known as BSPEARS MERGER SUB II, LLC) By:/s/ Xxxx Xxxxxx_______________ Name: Xxxx Xxxxxx Title: Manager Borrower: AFIN INTERMEDIATE HOLDINGS INC. By:/s/ Xxxx Xxxxxx_______________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: AFIN HOLDINGS INC. By:/s/ Xxxx Xxxxxx_______________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: HSP EPI ACQUISITION, LLC By:/s/ Xxxx Xxxxxx_______________ Name: Xxxx Xxxxxx Title: Manager and President

Mutual Waiver of Jury Trial. TENANT AND LANDLORD EACH OF THE PARTIES HERETO HEREBY AGREES NOT TO WAIVE ITS RESPECTIVE RIGHTS TO ELECT A TRIAL BY JURY TRIAL OF ANY CLAIM ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS HEREAFTER EXIST WITH REGARD TO THIS LEASE OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION CLAIM, COUNTERCLAIM OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHEDOTHER ACTION ARISING IN CONNECTION THEREWITH. THE SCOPE OF THIS WAIVER IS GIVEN KNOWINGLY, WILLINGLY AND VOLUNTARILY BY TENANT AND LANDLORD, AND IS INTENDED TO BE ALL ENCOMPASSING ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LANDLORD AND TENANT REPRESENT AND WARRANT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY AND ALL DISPUTES THAT MAY BE FILED PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY COURT WAY MODIFY OR NULLIFY ITS EFFECT. LANDLORD AND TENANT FURTHER REPRESENT AND WARRANT THAT EACH HAS BEEN REPRESENTED IN THE TRANSACTION EVIDENCED BY THIS LEASE BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF SUCH PARTY’S OWN FREE WILL, AND THAT RELATE EACH HAS HAD THE OPPORTUNITY TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT DISCUSS THIS WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN FOR THE PARTIES HERETO ENTERING INTO THIS AGREEMENTLEASE. LANDLORD OR TENANT, AND THAT EACH WILL CONTINUE AS APPLICABLE, IS AUTHORIZED TO RELY ON FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER IN ITS RELATED FUTURE DEALINGSBY LANDLORD OR TENANT, AS APPLICABLE. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE PROVISIONS OF THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF PARAGRAPH SHALL SURVIVE THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO EXPIRATION OR ANY EARLIER TERMINATION OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTLEASE.

Mutual Waiver of Jury Trial. EACH PARTY AGREES THAT ALL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE PARTIES TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE DEBENTURES (WHETHER BROUGHT AGAINST A PARTY HERETO HEREBY AGREES TO WAIVE OR ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY STATE AND ALL DISPUTES THAT MAY BE FILED FEDERAL COURTS SITTING IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONNEW YORK, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMSNEW YORK. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT HEREBY IRREVOCABLY SUBMITS TO ENTER INTO A BUSINESS RELATIONSHIPTHE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK, THAT EACH HAS ALREADY RELIED ON THIS WAIVER NEW YORK FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ENTERING INTO THIS AGREEMENTCONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY PROCEEDING, ANY CLAIM THAT EACH WILL CONTINUE IT IS NOT PERSONALLY SUBJECT TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGSTHE JURISDICTION OF ANY SUCH COURT OR THAT SUCH PROCEEDING IS IMPROPER. EACH PARTY HERETO FURTHER WARRANTS HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND REPRESENTS CONSENTS TO PROCESS BEING SERVED IN ANY SUCH PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT IT HAS REVIEWED THIS WAIVER WITH ITS SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY PROCEEDING ARISING OUT OF OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING RELATING TO THIS SECTION 11.10 AND EXECUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IF EITHER PARTY SHALL COMMENCE A PROCEEDING TO ENFORCE ANY PROVISIONS OF THIS AGREEMENT, THEN THE PREVAILING PARTY IN SUCH PROCEEDING SHALL BE REIMBURSED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY PARTY FOR ITS REASONABLE ATTORNEYS FEES AND OTHER DOCUMENTS OR AGREEMENTS RELATING TO COSTS AND EXPENSES INCURRED WITH THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT INVESTIGATION, PREPARATION AND PROSECUTION OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.SUCH PROCEEDING

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: XTERA COMMUNICATIONS, INC. By /s/ Xxxx Xxxx Title Secretary Borrower: AZEA NETWORKS, INC. By /s/ Xxxx Xxxx Title Secretary Borrower: NEOVUS, INC. By /s/ Xxxx Xxxx Title Secretary Borrower: XTERA ASIA HOLDINGS, LLC By /s/ Xxxx Xxxx Title Secretary Lender: SQUARE 1 BANK By /s/ Square 1 Bank Title Senior Vice President Schedule to Loan and Security Agreement Borrowers: Xtera Communications, Inc. Azea Networks, Inc. Neovus, Inc. Xtera Asia Holdings, LLC Address: 000 X. Xxxxxxx Xxxxx, Suite 100 Allen, TX 75013 Date: January 16, 2015 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrower of even date (the “Loan Agreement”).

Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMMERCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT TRIER OF FACT AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAW TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. EACH OF THE PARTIES HERETO HEREBY AGREES SPECIFICALLY WAIVES SUCH PARTY’S RIGHT TO WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY TRIAL OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR CAUSE ANY OTHER CLAIM (COLLECTIVELY “CLAIMS”) ASSERTED BY LANDLORD AGAINST TENANT OR GUARANTOR, OR BY TENANT OR GUARANTOR AGAINST LANDLORD, LANDLORD’S WAIVER HEREUNDER BEING EVIDENCED BY ITS ACCEPTANCE OF ACTION BASED UPON THIS LEASE GUARANTY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS WHICH INVOLVE PERSONS OR ARISING HEREUNDER ENTITIES OTHER THAN LANDLORD, TENANT, AND GUARANTOR; CLAIMS WHICH ARISE OUT OF OR UNDER ARE IN ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING WAY CONNECTED TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION RELATIONSHIP BETWEEN LANDLORD AND TENANT OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF GUARANTOR; AND ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMSCLAIMS FOR DAMAGES, BREACH OF DUTY CLAIMS CONTRACT ARISING OUT OF THE GUARANTEED OBLIGATIONS OR THIS AGREEMENT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND. WITH REFERENCE TO THE FOREGOING WAIVER, GUARANTOR ACKNOWLEDGES AND ALL OTHER COMMON LAW AGREES THAT IT HAS RECEIVED FULL AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES SUFFICIENT CONSIDERATION THEREFOR AND THAT THIS SUCH WAIVER BY GUARANTOR IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN FOR LANDLORD ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN THE TRANSACTIONS COVERED BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), LEASE AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTLEASE GUARANTY.

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY Pacific Mercantile Bank Amendment to Loan Agreement SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Pacific Mercantile Bank Amendment to Loan Agreement Borrower: RW HOLDINGS NNN REIT, INC. By: /s/ RAYMOND X. XXXXXXXame: Raymond X. XxxxxxXitle: CFO RW HOLDINGS NNN REIT OPERATING PARTNERSHIP, LP By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ RAYMOND X. XXXXXX Xxxx: Raymond X. Xxxxxx Xxxxx: CFO RICH UNCLES NNN LP, LLC By: RW HOLDINGS NNN REIT, INC., managing member By: /s/ RAYMOND X. XXXXXX Xxxx: Raymond X. Xxxxxx Xxxxx: CFO KATANA MERGER SUB, LP By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ RAYMOND X. XXXXXX Xxxx: Raymond X. Xxxxxx Xxxxx: CFO MODIV, LLC By: RW HOLDINGS NNN REIT, INC., its Manager By: /s/ RAYMOND X. XXXXXX Xxxx: Xaymond X. Xxxxxx Xxxxx: CFO BRIXINVEST, LLC By/s/ GREGORY X. XXXXXXXName: Gregory X. Xxxxxxx, Xxx.Xxtle: Manager Lender: PACIFIC MERCANTILE BANK By: /s/ PETER PAXXXXXName: Peter PaxxxxxTitle: Interim Regional Manager

Mutual Waiver of Jury Trial. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES HERETO HEREBY AGREES BORROWER, AGENT AND XXXXXXX SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY TRIAL OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY BORROWER AGAINST AGENT AND/OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDERLENDERS OR THEIR ASSIGNEE OR BY AGENT AND/OR LENDERS OR THEIR ASSIGNEE AGAINST BORROWER. IN THE EVENT THE JURY WAIVER IN THIS IS UNENFORCEABLE FOR ANY REASON, THE PARTIES WILL RESOLVE ALL DISPUTES ARISING OUT OF LITIGATION, THIS AGREEMENT MAY OR ANY RELATIONSHIP BETWEEN LENDERS, AGENT AND/OR BORROWER BY JUDICIAL REFERENCE PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 638 ET XXX, SUCH REFERENCE PROCEEDING TO BE FILED AS CONDUCTED WITHOUT A WRITTEN CONSENT TO JURY BEFORE A TRIAL MUTUALLY ACCEPTABLE REFEREE OR, IF THERE IS NO AGREEMENT ON THE REFEREE, A REFEREE APPOINTED BY THE COURT.PRESIDING JUDGE OF THE CALIFORNIA SUPERIOR COURT FOR SAN MATEO COUNTY. THIS SECTION SHALL NOT PROHIBIT ANY PARTY FROM SEEKING ANY JUDICIAL PREJUDGMENT REMEDY OR EXERCISING ANY NONJUDICIAL REMEDY IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW. This waiver extends to all such Claims, including Claims that involve Persons other than Borrower, Agent and Lenders; Claims that arise out of or are in any way connected to the relationship between Borrower, Agent and Lenders; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement, any other Loan Document or any of the Excluded Agreements,

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: BRIX REIT, INC. Lender: PACIFIC MERCANTILE BANK By: /s/ RXXXXXX X. XXXXXX By: /s/ PXXXX XXXXXXX Name: Rxxxxxx X. Xxxxxx Name: Pxxxx Xxxxxxx Title: Chief Financial Officer Title: Interim Regional Manager

Mutual Waiver of Jury Trial. Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), the Parties desire that their disputes be resolved by a judge applying such applicable laws. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY AGREES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY TRIAL OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDEROUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LITIGATIONLAW OR FACT RELATING THERETO, THIS AGREEMENT MAY SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE FILED AS DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE. THE PARTIES SHALL SELECT A WRITTEN CONSENT TO SINGLE NEUTRAL REFEREE, WHO SHALL BE A TRIAL RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING CLAIMS THAT INVOLVE PERSONS OTHER THAN YOU AND US; CLAIMS THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THE RELATIONSHIP BETWEEN YOU AND US; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT, SPECIFIC PERFORMANCE OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND, ARISING OUT OF THIS AGREEMENT.

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: Lender: BRIX REIT, INC. PACIFIC MERCANTILE BANK By: /s/ RXXXXXX X. XXXXXX By: /S/ RXXX XXXXXXXXX Name: Rxxxxxx X. Xxxxxx Name: Rxxx Xxxxxxxxx Title: CFO Title: Senior Vice President Schedule to Loan Agreement Borrowers: BRIX REIT, INC., a Maryland corporation Address: 3000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxx, XX 00000 Date: April 30, 2019 This Schedule forms an integral part of the Loan Agreement between PACIFIC MERCANTILE BANK and the above Borrower of even date (the “Loan Agreement”).

Mutual Waiver of Jury Trial. EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY AGREES FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY TRIAL OF ANY CLAIM CLAIM, DEMAND, PROCEEDING OR CAUSE OF ACTION BASED UPON UPON, ARISING OUT OF, OR ARISING HEREUNDER RELATING TO, (I) THIS AGREEMENT OR UNDER (II) IN ANY OF THE OTHER LOAN DOCUMENTS WAY CONNECTED WITH OR ANY DEALINGS BETWEEN THEM RELATING RELATED OR INCIDENTAL TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH DEALINGS OF THE PARTIES HERETO), AND IN RESPECT OF THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, PROCEEDING OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER DOCUMENTS PARTY HAS REPRESENTED, EXPRESSLY OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY BY, AMONG OTHER THINGS, THE COURTMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(i).

Mutual Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES PARTY HERETO HEREBY AGREES WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY TRIAL IN ANY FORUM IN RESPECT OF ANY CLAIM ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION HEREOF OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE SUBJECT MATTER OF THIS TRANSACTIONTRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMSIN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY HERETO THAT THIS WAIVER IS SECTION 5.13 CONSTITUTES A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH ANY PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY FILE AN ORIGINAL COUNTERPART OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO COPY OF THIS SECTION 11.10 AND EXECUTED BY EACH 5.13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY CONSENT OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING EACH SUCH PARTY TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT WAIVER OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT ITS RIGHT TO A TRIAL BY THE COURT.JURY. * * * The undersigned have executed and delivered this Agreement as of the date first above written. COMPANY: IFIT HEALTH & FITNESS INC By: Name: Title: INVESTORS: ICON PREFERRED HOLDINGS, L.P. By: Name: Title: LC9 CONNECTED HOLDINGS, LP By: Name: Title: GS ICON LLC By: Name: Title: SW ICON LLC By: Name: Title: BG ICON LLC By: Name: Title: By: Xxxx X. Xxxxxxxxx, individually By: Xxxxx X. Xxxxxxxxx, individually By: Xxxxxx X. Xxx By: Xxx-Xxxxx Ko EXHIBIT A Illustrative Payment Calculations See attached. EXHIBIT B Form of 2021 Convertible Note A See attached. EXHIBIT C Form of 2021 Convertible Note B See attached. EXHIBIT D Form of 2021 Convertible Note C See attached. EXHIBIT E Stapling Language in Company COI

Mutual Waiver of Jury Trial. AGENT AND XXXXXXX AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT, THE LOAN AGREEMENT, OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY ANY PARTY HERETO, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 10.41 OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS WAIVER AMENDMENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Exhibit 10.41 Borrower: CARDLYTICS, INC. By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Title: Chief Legal and Privacy Officer Agent and Lender: PACIFIC WESTERN BANK By:___/s/ Xxxxx Xxxxxxx______________ Name: Xxxxx Xxxxxxx Title: Senior Vice President Borrower: DOSH HOLDINGS LLC (formerly known as BSPEARS MERGER SUB II, LLC) By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Title: Manager Borrower: AFIN INTERMEDIATE HOLDINGS INC. By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: AFIN HOLDINGS INC. By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Title: President, Treasurer and Secretary Borrower: HSP EPI ACQUISITION, LLC By:_____/s/ Xxxx Xxxxxx____________ Name: Xxxx Xxxxxx Title: Manager and President

Mutual Waiver of Jury Trial. Agent and Lenders AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGSFULL FORCE AND EFFECT. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSELBorrower: CARDLYTICS, INC. THIS WAIVER IS IRREVOCABLEBy /s/ Xxxxx Xxxxxx Title CEO Agent: ALLY BANK By /s/ Illegible Title Authorized Signatory Lender: ALLY BANK By /s/ Illegible Title Authorized Signatory Lender: PACIFIC WESTERN BANK By /s/ Illegible Title Senior Vice President Schedule to Loan and Security Agreement Borrower: Cardlytics, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Inc. Address: 000 Xxxxx xx Xxxx Avenue NE, Suite 6000 Atlanta, Georgia 30308 Date: September 14, 2016 This Schedule forms an integral part of the Loan and Security Agreement among ALLY BANK (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH OF THE PARTIES HERETO“Ally”), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSPACIFIC WESTERN BANK (“PWB”), RENEWALSand the borrower named above (the “Borrower”) of even date, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURTand all references to “this Loan Agreement” include this Schedule.

Mutual Waiver of Jury Trial. LENDER AND PLEDGOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR PLEDGOR, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. [Signatures on Next Page] Pacific Western Bank Pledge Agreement Pledgor: Lender: TALEND SA PACIFIC WESTERN BANK /s/ Xxxxxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxx Name Xxxxxxx X. Xxxxxx Represented by: Xxxxxxxx Xxxxxx Title SVP duly authorized

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURTSAME AND CONTINUE IN FULL FORCE AND EFFECT. Borrower: Borrower: RW HOLDINGS NNN REIT, INC. By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO RICH UNCLES NNN OPERATING PARTNERSHIP, LP By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO RICH UNCLES NNN LP, LLC By: RW HOLDINGS NNN REIT, INC., managing member By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO KATANA MERGER SUB, LP By: RW HOLDINGS NNN REIT, INC., general partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO MODIV, LLC By: DAISHO OP HOLDINGS, LLC, its Manager By: BRIXINVEST, LLC, its Manager By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO BRIXINVEST, LLC By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: CFO Lender: PACIFIC MERCANTILE BANK By: /s/XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Senior Vice President Schedule to Loan and Security Agreement Borrowers: RW HOLDINGS NNN REIT, INC., a Maryland corporation (“NNN Holdings”) RICH UNCLES NNN LP, LLC, a Delaware limited liability company (“NNN LLC”) RICH UNCLES NNN OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“NNN OP”) BRIXINVEST, LLC, a Delaware limited liability company (“BrixInvest”) KATANA MERGER SUB, LP, a Delaware limited partnership] (“Katana”) MODIV, LLC, a Delaware limited liability company (“Modiv”) Address: 0000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Date: December 19, 2019 This Schedule forms an integral part of the Loan and Security Agreement between PACIFIC MERCANTILE BANK and the borrower(s) named above (jointly and severally, the “Borrower”) of even date (the “Loan Agreement”). Pacific Mercantile Bank Schedule to Loan and Security Agreement

Mutual Waiver of Jury Trial. BANK AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AMENDMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER COURSE OF THIS LOAN TRANSACTION CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING WRITTEN), ACTION OR INACTION OF ANY AND ALL DISPUTES THAT MAY OF THEM. THESE PROVISIONS SHALL NOT BE FILED DEEMED TO HAVE BEEN MODIFIED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTIONRESPECT OR RELINQUISHED BY BANK OR BORROWER, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN EXCEPT BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PARTIES HERETO)PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER Square 1 Bank Eighth Amendment to Loan Agreement TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS WAIVER AMENDMENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFECT. [Signatures on Next Page] Square 1 Bank Eighth Amendment to Loan Agreement Borrower: LOCAL CORPORATION Bank: SQUARE 1 BANK By Title /s/ Xxxxxxx X. Xxxxxx Chief Financial Officer By Title /s/ Xxxxx Xxxx Account Executive Borrower: KRILLION, INC. Borrower: SCREAMIN MEDIA GROUP, INC. By Title /s/ Xxxxxxx X. Xxxxxx Chief Financial Officer By Title /s/ Xxxxxxx X. Xxxxxx Chief Financial Officer

Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES HERETO HEREBY AGREES PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO WAIVE ITS RESPECTIVE RIGHTS CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION LITIGATION BASED UPON OR ARISING HEREUNDER OUT OF THIS AGREEMENT OR UNDER ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE SUBJECT MATTER PROVISIONS OF THIS LOAN TRANSACTION SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS ALL OTHER TERMS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.10 AND EXECUTED BY EACH PROVISIONS OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN ADVANCE MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY SHALL BE FILED AS A WRITTEN CONSENT TO A TRIAL UNAFFECTED BY THE COURT.SAME AND CONTINUE IN FULL FORCE AND EFFCT. Borrowers: CalAmp Corp. By /s/ Richard Vitelle Name Richard Vitelle Title VP Finance & CFO XxxXxx Xxxxxcts, Ixx. Xx /x/ Xxxo Sarkissian Name Garo Sarkissian Title Vice President Xxxxxxxxx Xxxxoratiox Xx /x/ Xxxxxrd Vitelle Name Richard Vitelle Title Treasurer Lendex: Xxxxxx 0 Xxxk By /x/ Xxxxxxx Xxxl Title S.V.P. LOGO: SQUARE 1 BANK Schedule to Loan and Security Agreement Borrowers: CalAmp Corp., a Delaware corporation ("Parent") CalAmp Products, Inc., a Delaware corporation Dataradio Corporation, a Delaware corporation Address: 1401 N. Rice Avenue Oxnard, California 93030 Xxxx: December 22, 2009 This Schedule forms an integral part of the Loan and Security Agreement between SQUARE 1 BANK and the above Borrowers of even date. =====================================================================