Exhibit 10.3 FIFTH AMENDMENT TO AMENDED AND REST ATED LOAN AND SECURITY AGREEMENT This Fifth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”), dated as of March 3, 2022, is executed and delivered by OLO INC. (f/k/a Mobo Systems, Inc.) and WISEL Y, LLC (collectively , “Borrower”) and PACIFIC WESTERN BANK, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below). RECIT ALS a. Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of February 11, 2020, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of April 29, 2021, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of August 13, 2021, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of December 9, 2021, and that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of January 13, 2022 (the “Original Agreement”). b. From and after the date hereof, Borrow er and Bank desire to supplement the terms and provisions of the Original Agreement as provided herein. The Original Agreement as amended hereby and as the same may be hereafter supplemented, amended, modified or restated from time to time is hereinafter referred to as the “Loan Agreement.” NOW, THEREFOR E, in consideration of the promises herein contained, and for other good and valuable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged), the parties hereto (intending to be legally bound) hereby agree as follows: 1. Incorporation . The foregoing preamble and recitals are incorporated herein by this reference. 2. Consent . (a) Reference is made to that certain Agreement and Plan of Reorganization (the “ Merger Agreement ”), dated February 20, 2022, by and among Olo Inc. (“Olo”), Ramsey Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), Omnivore Technologies, Inc., a Delaware corporation (the “ Company ”), and Shareholder Representative Services, LLC, a Colorado limited liability company , as representative of the securityholders of the Company (the “ Representative ”). As a result of the transactions contemplated in the Merger Agreement, Olo will own 100% of the Company , as the surviving entity of such transactions (“ New Subsidiary ”). The total value of the cash consideration payable under the Merger Agreement, whether directly to the securityholders of the Company at closing or escrowed, is $50,000,000 (the “ Closing Payment ”) and is subject to a working capital adjustment and other purchase price adjustments, as provided in the Merger Agreement (the “ Consideration Adjustments ”). The transactions contemplated in the Merger Agreement, including the Closing Payment and the Consideration Adjustments, are hereinafter referred to collectively as the “ Project Ramsey Transactions .”
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