THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Third Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of July 19,
2010, by and between COMERICA BANK (“Bank”) and OPENTABLE, INC. (“Borrower”).
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of July 30, 2007
(as amended from time to time, including, without limitation, by that certain First Amendment to Loan and
Security Agreement dated as of September 18, 2008, and that certain Second Amendment to Loan and Security
Agreement dated as of June 23, 2009, the “Agreement”). All indebtedness owing by Borrower to Bank shall
hereinafter be referred to as the “Indebtedness.” The parties desire to amend the Agreement in accordance with
the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
I. Incorporation by Reference . The Recitals and the documents referred to therein are incorporated
herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning
set forth in the Agreement.
II. Amendment to the Agreement . Subject to the satisfaction of the conditions precedent as set forth in
Article IV hereof, the Agreement is hereby amended as set forth below.
A. Section 2.5(a) of the Agreement is hereby amended and restated in its entirety to read as
“2.5(a) Reserved .”
B. Section 6.2(a) of the Agreement is hereby deleted in its entirety and replaced as follows:
“6.2(a) Reserved .”
C. Section 6.2(d) of the Agreement is hereby deleted in its entirety and replaced as follows:
“6.2(d) Reserved .”