Amendment No. 2 To Third Amended And Restated Loan Sale Agreement

Exhibit 10.2

Amendment No. 2 To Third Amended And Restated Loan Sale Agreement

This Amendment No. 2 to the Third Amended and Restated Loan Sale Agreement (this “Amendment”) is entered into as of May 25, 2021 by and between Upstart Network, Inc., a Delaware corporation (“Purchaser”) and Cross River Bank, a New Jersey state-chartered bank (“Bank”), and amends the Third Amended and Restated Loan Sale Agreement dated as of January 1, 2019 between Bank and Purchaser (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Sale Agreement”).

Recitals:

Whereas, Purchaser and Bank have entered into the Loan Sale Agreement to govern the sale and purchase of loans by Purchaser from Bank; and

Whereas, Purchaser and Bank desire to amend the Loan Sale Agreement to provide for certain modifications to the terms thereof.

Now, Therefore, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Agreement:

Section 1. Defined Terms.

Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Loan Sale Agreement.

Section 2. Effective Date.

This Amendment shall be effective as of the date first set forth above.

Section 3. Amendment.

The definition of “Purchase Price” in Schedule 1 to the Loan Sale Agreement is hereby amended as follows:

“Purchase Price” means, for each Purchaser Loan, an amount equal to [***] of the sum of (1) the Outstanding Principal Balance and (2) Interim Interest earned during the holding period, provided that for each Purchased Auto Loan, the Purchase Price shall mean an amount equal to the sum of (i) [***]and (ii) [***] of the Interim Interest earned during the holding period; or any other amount as may be agreed by the parties.

Section 4. Effect On The Loan Sale Agreement.

*** Certain information has been excluded from this amendment because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

(a) Upon this Amendment becoming effective, each reference to the “Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Loan Sale Agreement, shall mean and be a reference to the Loan Sale Agreement as modified by this Amendment.

(b) This Amendment is not intended to create, nor does it create and shall not be construed to create, a partnership or joint venture or any other common association for profit between Bank and Purchaser.

Section 5. Execution In Counterparts.

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page to this Amendment by facsimile transmission or otherwise transmitted or communicated by email shall be as effective as delivery of a manually executed counterpart of this Amendment.

Section 6. Headings.

Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

Section 7. Entire Agreement.

The Loan Sale Agreement, as amended herein, is ratified, approved and confirmed in each and every respect, and constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof. In the event of any conflict or inconsistency between the provisions of the Loan Sale Agreement and this Amendment, the provisions of this Amendment shall control and govern.

Section 8. Successors And Assigns.

This Amendment shall be binding on and shall inure to the benefit of Purchaser and Bank and their respective successors and assigns.

Section 9. Miscellaneous.

The provisions contained in Section 18 (Governing Law; Jurisdiction) of the Loan Sale Agreement are incorporated herein by this reference and shall govern this Amendment.

[Signature Pages Follow]

In Witness Whereof, the parties have caused this Amendment to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

UPSTART NETWORK, INC.

By: /s/ Xxxx Coury_________________

Name: Xxxx Xxxxx

Title: Legal Counsel

CROSS RIVER BANK

By: /s/ Gilles Gade_________________

Name: Xxxxxx Xxxx

Title: President and Chief Executive Officer

By: /s/ Xxxxx Gelbard_______________

Name: Xxxxx Xxxxxxx

Title: EVP, General Counsel

[Signature Page To Amendment No. 2

To Third Amended And Restated Loan Sale Agreement]